Common use of Privilege Clause in Contracts

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With The parties acknowledge and agree that the Sold Companies and Sold Subsidiaries’ attorney-client privilege, attorney work-product protection and expectation of client confidence involving any pre-Closing communications in respect of the proposed sale of the Business or any other transaction contemplated by this Agreement or any of the Transaction Documents (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 13.13(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work-product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by the Buyer or by the Sold Companies or Sold Subsidiaries upon consummation of the Closing and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Companies or Sold Subsidiary (including the privileged materials and attorney work-product covered by clause (ii) above), the Buyer shall, and shall cause the Sold Companies and Sold Subsidiaries to assert such attorney-client privilege on behalf of the Company to prevent disclosure of privileged materials or work attorney work-product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection (collectivelyand expectation of client confidence involving general business matters of the Sold Companies or Sold Subsidiaries and arising at and prior to the Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company, “Privileges”) relating on the one hand, and the Sold Companies and Sold Subsidiaries, on the other hand, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action Company without the prior written consent of Seller that would reasonably be expected to result in any waiver of Sold Company or Sold Subsidiary or (ii) by any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert Sold Company or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing Sold Subsidiary without the prior written consent of Buyer the Seller; provided, however, that would reasonably any such privileged materials or protected attorney work-product information, whether arising prior to, or after the Closing, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be expected subject to result in any the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties acknowledge and agree that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Dentons US LLP, Sidley Austin LLP and in-house counsel of the Company represented only the Company and not the Sold Companies or Sold Subsidiaries and that any such Privileges advice given by or communications with ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Dentons US LLP, Sidley Austin LLP or in-house counsel of Buyerthe Seller shall not be subject to any joint privilege and shall be owned solely by the Company. (bc) The rights Buyer agrees, on its own behalf and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates ofthat, or any such Person becomes aware that a current or former employee of such Person has receivedfollowing the Closing, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Dentons US LLP, Sidley Austin LLP and in-house counsel, may serve as counsel to the Company, any subpoena, discovery or other request from Seller and their respective Subsidiaries in connection with any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity matters related to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement the Contemplated Transactions, including any litigation, claim or obligation arising out of or relating to permit Buyer to obtain Information existing this Agreement or the Contemplated Transactions notwithstanding any representation by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Dentons US LLP, Sidley Austin LLP or in-house counsel prior to the Closing are made in reliance on Date of the Parties’ respective agreements to maintain the confidentiality of such Information Sold Companies and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseSold Subsidiaries.

Privilege. (a) With respect to any The Parties recognize that the members of their respective Groups possess information previously developed and legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product protection exemption and other concepts of legal privilege (collectively“Privilege”). The Parties recognize that, “Privileges”) relating to (i) the Businessexcept as specified in this Section 3.9, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior each Party shall be entitled to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including Privilege with respect to its privileged information and that each shall be entitled to maintain and use for its own benefit all such information, and both Parties shall ensure that such information is maintained so as to protect the Excluded Assets or Privilege to the Retained Liabilities or Excluded Liabilitiesfullest extent. With respect to matters relating to the SGI Business, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will SGI shall have sole authority in perpetuity to determine whether to assert or waive any such Privilegesor all of the Privilege, including the right and A-Mark ▇▇▇ll not take any action (nor permit any of its Subsidiaries to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action action) that could reveal Privileged Information of SGI without the prior written consent of Seller that would reasonably be expected SGI. With respect to result in any waiver of any such Privileges. Subject matters solely relating to the foregoingA‑Mark ▇▇▇iness, after the Closing, Buyer will A-Mark ▇▇▇ll have sole authority in perpetuity to determine whether to assert or waive any Privileges with respect to matters relating to or all of the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the ClosingPrivilege, and Seller and its Affiliates SGI shall take no action after the Closing without (or permit any of its Subsidiaries to take action) that could reveal Privileged Information of A-Mark ▇▇▇hout the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The A-Mark. ▇▇e rights and obligations created by this Section 5.9 3.9 will apply to all Confidential Information as to which Seller the Parties or its Affiliates their respective Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby Distribution (the “Privileged Information”). , except that upon request of a government enforcement agency investigating SGI, A-Mark, ▇▇ any of their Subsidiaries, then SGI shall have the sole right to waive privilege regarding pre-Distribution Privileged Information, and the consent of A-Mark ▇▇ its Subsidiaries shall not be required, but SGI shall give advance written notice to A-Mark ▇▇ its Subsidiaries. (b) Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee Party of such Person has received, any subpoena, discovery or other request from any third Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other PartiesParty, Buyer or Seller, as the case may be, receiving Party shall promptly notify the other Party of the existence of the request to the extent permitted by law and shall provide such the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under Section 3.2 or this Section 5.9 3.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect to The Company hereby agrees that all privileged communications in any attorney-client privilege form or work product protection (collectivelyformat whatsoever between or among MetLife, “Privileges”) relating to (i) any other member of the BusinessMetLife Group, any member of the Purchased AssetsCompany Group, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement, the Ancillary Agreements Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated hereby thereby or therebypreliminary thereto, Seller will have sole authority to determine whether to assert or waive any such Privilegesshall not constitute, including and the right to assert any such Privilege against Buyer Company (on behalf of itself and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether ) agrees not to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemedconstitutes, a waiver of any Privilege privilege attaching to the Transaction Communications. The Company agrees that has been it will not, and will cause each of its Affiliates not to, use in a manner adverse to MetLife or may any of its Affiliates any Transaction Communications that are in the possession of the Company or any of its Subsidiaries after Separation. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be asserted under this Section 5.9 Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or otherwiseany of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable, cease to use such Transaction Communications and, at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein.

Privilege. (a) With respect Each of the parties hereto acknowledges and agrees that (i) ▇▇▇▇▇▇ LLP (“Sellers’ Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and consummation of the Transactions, and (ii) except for the Company, Sellers’ Counsel has not acted as counsel for any other person in connection with the Transactions and no other party or person has the status of a client of Sellers’ Counsel for conflict of interest or any other purpose as a result thereof. (b) None of Parent, Purchaser, Sub, the Surviving Company or any of their respective subsidiaries shall assert that any communication occurring prior to the First Effective Time between Sellers’ Counsel (and any other counsel to the Company or a Company Subsidiary), on the one hand, and the Company or a Company Subsidiary (including any one or more officers, directors, employees or Securityholder of the Company or its Subsidiaries), on the other hand, that is attorney-client privileged, constitutes attorney work product or other attorney-client confidential information arising from communications related to or arising out of the preparation, negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) constitute attorney-client confidences that belong solely to the Company. Each of Parent, Purchaser, Sub and the Surviving Company (including on behalf of the Company and its Subsidiaries) hereby acknowledges and agrees all Privileged Communications shall be deemed to be attorney-client confidences that belong solely to the Securityholders and their affiliates (and not the Company or its Subsidiaries). Following the First Effective Time, the Stockholder Representative and the Securityholders will be permitted to use Privileged Communications in connection with the defense of any claim by Parent or any other Indemnified Party under Article IX. Notwithstanding anything to the contrary in this Agreement, (x) in the event that a dispute arises between Parent, the Surviving Company or any of their respective Subsidiaries and a third party after the Closing, Parent, the Surviving Company or any of their respective Subsidiaries may assert the attorney-client privilege to prevent disclosure of any Privileged Communications by Sellers’ Counsel to such third party, (y) neither the Stockholder Representative nor any of the Securityholders or their respective affiliates may waive such attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to disclose such communications or work product occurring files other than in connection with the enforcement or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any defense of their respective Affiliates prepared in connection with rights or obligations under this Agreement, ; and (z) none of the Ancillary Agreements Securityholders or the transactions contemplated hereby their respective affiliates may waive such privilege or thereby, Seller will have sole authority to determine whether to assert or waive any exercise such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action property rights without the prior written consent of Seller that would reasonably be expected to result in any waiver the Stockholder Representative, on behalf of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseSecurityholders.

Privilege. (a) With respect to All communications in any attorney-client privilege form or work product protection (collectivelyformat whatsoever between or among ▇▇▇▇▇▇▇ Procter LLP, “Privileges”) relating on the one hand, and the Company, its Subsidiaries, the Securityholder Representative and/or any Securityholder, or any of their respective directors, officers, employees or other representatives, on the other hand, if and only if such communications primarily relate to (i) the Businessnegotiation, documentation and consummation of the Purchased AssetsTransactions or (ii) any dispute arising under this Agreement, in the Assumed Liabilities case of either (i) or Transferred Liabilities related (ii), to communications or work product occurring or created on or the extent that they occur prior to the ClosingClosing Date (collectively, (iithe “Privileged Communications”) all businessshall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto belong solely to the Securityholder Representative and the Securityholders, previously shall be controlled by the Securityholder Representative on behalf of the Securityholders and shall not pass to or hereafter conducted be claimed by Seller Buyer, the Surviving Corporation or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, including with respect to in the Excluded Assets or event that a dispute arises between the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this AgreementBuyer, the Ancillary Agreements Surviving Corporation or its Subsidiaries, on the transactions contemplated hereby one hand, and a third party other than the Securityholder Representative or therebya Securityholder, Seller will have sole authority on the other hand, the Buyer, the Surviving Corporation or its Subsidiaries may assert the attorney-client privilege to determine whether prevent the disclosure of the Privileged Communications to assert such third party; provided, however, that none of the Buyer, the Surviving Corporation or its Subsidiaries may waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller the Securityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. In the event that would reasonably be expected Buyer, the Surviving Corporation or any Subsidiary of the Surviving Corporation is legally required by governmental order or otherwise legally required to result access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by Law, and (y) advisable in the opinion of Buyer’s counsel, then the Buyer shall immediately (and, in any waiver of any such Privileges. Subject event, within two (2) Business Days) notify the Securityholder Representative in writing (including by making specific reference to this Section) so that the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerSecurityholder Representative can seek a protective order. (b) The If and to the extent that files or other materials maintained by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP consist of Privileged Communications and constitute property of its clients, only the Securityholder Representative and the Securityholders shall hold such property rights and obligations created ▇▇▇▇▇▇▇ Procter LLP shall have no duty to reveal or disclose any Privileged Communications by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure reason of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8one hand, and the disclosure Company or its Subsidiaries, on the other hand. For the avoidance of doubt, this Section 13.16(b) does not apply to Buyer any portion of such files or Seller other materials that do not consist of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseCommunications.

Privilege. Recognizing that Cozen ▇’▇▇▇▇▇▇ (“Legal Counsel”) has acted as legal counsel to Company and Seller, and that Legal Counsel intends to act as legal counsel to Seller (in such capacity or in any other capacity) and their Affiliates after the Closing, (a) With respect Buyer hereby waives, on its own behalf and agrees to cause its Affiliates, including, after the Closing, Company, to waive, any attorney-client privilege conflicts that may arise in connection with Legal Counsel representing Seller and its Affiliates after the Closing and (b) ▇▇▇▇▇ hereby agrees that, in the event that a dispute arises between or work product protection among Buyer or any of its Affiliates (collectivelyincluding, “Privileges”after the Closing, Company) relating to and Seller or any of its Affiliates (i) the Businessincluding, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all businessCompany), previously or hereafter conducted by each of the Parties agrees that Legal Counsel may represent Seller or and any of its Affiliates, including with respect to Affiliates in such dispute even though the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) interests of Seller or any of their respective Affiliates prepared may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, Company), and even though Legal Counsel may have represented Seller or any of its Affiliates in connection with this Agreementa matter substantially related to such dispute, the Ancillary Agreements or the transactions contemplated hereby may be handling ongoing matters for Seller or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and of its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent Company hereby waive, on behalf of Seller that would reasonably be expected themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by Legal Counsel. ▇▇▇▇▇ further agrees that, as to result in any waiver of any such Privileges. Subject all communications between Legal Counsel and Company to the foregoingextent related to the Contemplated Transactions, after and all attorney work product to the Closingextent related to the Contemplated Transactions, Buyer will have sole authority the attorney-client privilege, the expectation of client confidence and all other rights to determine whether to assert or waive any Privileges evidentiary privilege with respect thereto, belong to matters relating to the Business, the Purchased Assets, the Assumed Liabilities Company or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably may be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt controlled by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong not pass to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted claimed by Buyer or Seller Company. The Parties agree to constitutetake, or otherwise be deemedand to cause their respective Affiliates to take, a waiver all reasonable steps necessary to implement the intent of any Privilege that has been or may be asserted under this Section 5.9 or otherwise8.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) With respect to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Seller Group or any of their Affiliates, on the other hand, Seller Group’s Counsel may represent the Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) and the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior expectation of client confidence belongs and will belong solely to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, (ii) all business, previously or hereafter conducted by Seller none of Purchaser or any of its AffiliatesAffiliates (including any Transferred Entity after the Closing) may access, including with respect to use or rely upon any communications described in the Excluded Assets immediately preceding sentence in any dispute against or involving the Retained Liabilities or Excluded LiabilitiesSeller Group. Notwithstanding the foregoing, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller in the event that a dispute arises after the Closing between Purchaser or any of their respective its Affiliates prepared in connection with (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the Ancillary Agreements or other hand, a Transferred Entity may assert the transactions contemplated hereby or therebyattorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third party; provided, Seller will have sole authority to determine whether to assert or however, that such Transferred Entity may not waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller Seller. Purchaser acknowledges that would reasonably be expected to result in any waiver it has consulted with independent counsel of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges its own choosing with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closingmeaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, and Seller and its Affiliates shall take no action after may enforce the same. This Section 12.12 will survive the Closing without the prior written consent of Buyer that would reasonably be expected to result and will remain in any waiver of any such Privileges of Buyereffect indefinitely. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectivelyPurchaser, “Privileges”) relating to (i) the Businessfor itself and its successors and assigns, irrevocably acknowledges and agrees that all communications between Seller, the Purchased AssetsCompany and counsel, including, without limitation, Modrall, Sperling, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, P.A. and in-house counsel, made in connection with the Assumed Liabilities negotiation, preparation, execution, delivery and closing under, or Transferred Liabilities related to communications any dispute or work product occurring Proceeding arising under or created on or in connection with, this Agreement, which, immediately prior to the Closing, (ii) all businessare privileged communications of Seller, previously or hereafter conducted by Seller or any of its Affiliates, including with respect the Company and their counsel and are not be subject to disclosure to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared Purchaser in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters process relating to the Businessa dispute arising under or in connection with, the Purchased Assetsthis Agreement or otherwise, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action continue after the Closing without Date to be privileged communications between the prior written consent of Buyer that would reasonably be expected to result in any waiver of any Seller, the Company and such Privileges of Buyer. (b) The rights counsel and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effectneither Purchaser, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from nor any Person that actually acting or arguably calls for the production purporting to act on behalf of or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, through Purchaser shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer seek to obtain Information existing prior to the Closing are made in reliance same by any process on the Parties’ grounds that the privilege attaching to such communications belongs to Purchaser or the Company and not Seller. Seller for itself, the Company and its respective agreements to maintain the confidentiality of such Information successors and to take the steps provided herein for the preservation of assigns, irrevocably acknowledges and agrees that all Privileges that may belong to or be asserted by Seller or Buyercommunications between Purchaser and counsel, as the case may beincluding, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreementwithout limitation, including Sections 5.2 Holland & ▇▇▇▇ LLP and 5.8in-house counsels, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or made in connection with the transactions contemplated hereby will negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the Transaction which, immediately prior to the Closing, would be deemed to be privileged communications of Purchaser and counsel and would not be asserted by Buyer subject to disclosure to the Seller and/or the Company in connection with any process relating to a dispute arising under or Seller to constitutein connection with, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 Agreement or otherwise, shall continue after the Closing Date to be privileged communications between Purchaser and such counsels and neither Seller, the Company nor any Person acting or purporting to act on behalf of or through Seller or the Company shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Seller or the Company and not Purchaser.

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectivelyBuyer hereby agrees, “Privileges”) relating to (i) the Businesson its own behalf and on behalf of its controlled Affiliates, the Purchased Assetsthat, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to following the Closing, D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC (ii“Seller Group’s Counsel”) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect may serve as counsel to the Excluded Assets or the Retained Liabilities or Excluded LiabilitiesSeller, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of Parent and their respective Affiliates prepared in connection with the negotiation and documentation of this Agreement, Agreement and the Ancillary Agreements Documents or the transactions contemplated hereby or thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents, the negotiation, performance or subject matter hereof or thereof, notwithstanding any representation by Seller will have sole authority Group’s Counsel prior to determine whether the Closing Date. Buyer hereby agrees, on its own behalf and on behalf of its controlled Affiliates, (a) to assert or waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such Privilegesrepresentation on the basis that Seller Group’s Counsel represented Seller, including Parent and their respective Affiliates prior to the right Closing and (b) that, in the event that a dispute arises after the Closing between Buyer or any of its controlled Affiliates, on the one hand, and the Seller, Parent or any of their respective Affiliates, on the other hand, Seller Group’s Counsel may represent the Seller, Parent and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to assert Buyer or any of its controlled Affiliates and even though Seller Group’s Counsel may have represented Seller in a matter substantially related to such Privilege against Buyer dispute. Buyer, on behalf of itself and its controlled Affiliates also further agrees that, as to all communications to or from Seller Group’s Counsel, on the one hand, and the Seller, Parent or their respective Affiliates and their respective Representatives, on the other hand, that occurred prior to the Closing and are entitled to the protections afforded by attorney-client privilege, the attorney-client privilege belongs and will belong solely to the Seller, Parent or their respective Affiliates and their respective Representatives and will not pass to or be claimed by Buyer or its controlled Affiliates. None of Buyer or any of its controlled Affiliates may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller, Parent or their respective Affiliates. Buyer and acknowledges that it has consulted with independent counsel of its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject own choosing with respect to the foregoingmeaning and effect of this Section 9.14. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 9.14, and may enforce the same. This Section 9.14 will survive the Closing and will remain in effect indefinitely. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Buyer or any of its respective controlled Affiliates or Representatives, on the one hand, and a third party, on the other hand, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its controlled Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected and Representatives may assert such aforementioned attorney-client privilege to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or prevent disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide confidential communications to such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisethird party.

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectivelyEach Party, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any behalf of itself and its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or acknowledges and agrees that D▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇ LLP (iii) all business records, documents, communications or other information (collectively, “InformationSeller Counsel”) of Seller or any of their respective Affiliates prepared has acted as counsel for Sellers and the Company in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer Agreement and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged InformationSale Engagement”) and, in connection with the Sale Engagement, Seller Counsel has not acted as counsel for any other Person. Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company). Upon receipt by Seller or its , acknowledges and agrees that all confidential communications between Sellers, the Company and their respective Affiliates, on the one hand, and Seller Counsel, on the other hand, in the course of the Sale Engagement, that are attorney-client privileged (“Privileged Communications”) and the expectation of client confidence relating thereto shall be deemed to belong solely to Seller and its Affiliates (other than the Company), and not the Company, and shall not pass to or be claimed, held, or used by Buyer or its Affiliates ofthe Company upon or after the Closing. Accordingly, neither Buyer nor the Company shall have the right to access the Privileged Communications, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (a) to the extent the Privileged Communications constitute property of the client, only Seller shall hold such property rights and (b) Seller Counsel shall have no duty whatsoever to reveal or disclose any such Person becomes aware that a current Privileged Communications to Buyer or former employee the Company by reason of such Person has receivedany actual or alleged attorney-client relationship between Seller Counsel and the Company or otherwise. If and to the extent that, at any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Partiestime subsequent to Closing, Buyer or Sellerany of its Affiliates (including after the Closing, as the case may beCompany) shall have the right to assert or waive any attorney-client privilege with respect to the Privileged Communications, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company), shall be entitled to waive such privilege only with the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer Seller Representative in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing writing (prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege Privileged Communications to the extent practicable) so that has been or may be asserted under this Section 5.9 or otherwiseSellers can seek a protective order and B▇▇▇▇ agrees to use reasonable best efforts (at the sole cost and expense of Sellers) to assist therewith.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) With respect to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Seller Group or any of their Affiliates, on the other hand, Seller Group’s Counsel may represent the Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that are entitled to the attorney-client privilege or work product protection (collectively, “Privileges”) and to the extent relating to (i) the Businessthis Agreement or any Ancillary Agreement, the Purchased Assetsnegotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, (ii) all business, previously or hereafter conducted by Seller none of Purchaser or any of its AffiliatesAffiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller Group, on the one hand, and Purchaser or its Affiliates (including with respect to the Excluded Assets or Transferred Entities following the Retained Liabilities or Excluded LiabilitiesClosing) on the other hand. Notwithstanding the foregoing, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller in the event that a dispute arises after the Closing between Purchaser or any of their respective its Affiliates prepared in connection with (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the Ancillary Agreements or other hand, a Transferred Entity may assert the transactions contemplated hereby or therebyattorney-client privilege to prevent disclosure of confidential communications by 99 Seller Group’s Counsel to such third party; provided, Seller will have sole authority to determine whether to assert or however, that such Transferred Entity may not waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that would reasonably be expected to result in any waiver it has consulted with independent counsel of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges its own choosing with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closingmeaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, and Seller and its Affiliates shall take no action after may enforce the same. This Section 12.12 will survive the Closing without the prior written consent of Buyer that would reasonably be expected to result and will remain in any waiver of any such Privileges of Buyereffect indefinitely. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) With respect to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Seller Group or any of their Affiliates, on the other hand, Seller Group’s Counsel may represent the Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, that are entitled to the attorney-client privilege or work product protection (collectively, “Privileges”) and to the extent relating to (i) the Businessthis Agreement or any Ancillary Agreement, the Purchased Assetsnegotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, (ii) all business, previously or hereafter conducted by Seller none of Purchaser or any of its AffiliatesAffiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller Group, on the one hand, and Purchaser or its Affiliates (including with respect to the Excluded Assets or Transferred Entities following the Retained Liabilities or Excluded LiabilitiesClosing) on the other hand. Notwithstanding the foregoing, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller in the event that a dispute arises after the Closing between Purchaser or any of their respective its Affiliates prepared in connection with (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the Ancillary Agreements or other hand, a Transferred Entity may assert the transactions contemplated hereby or therebyattorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third party; provided, Seller will have sole authority to determine whether to assert or however, that such Transferred Entity may not waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that would reasonably be expected to result in any waiver it has consulted with independent counsel of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges its own choosing with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closingmeaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, and Seller and its Affiliates shall take no action after may enforce the same. This Section 12.12 will survive the Closing without the prior written consent of Buyer that would reasonably be expected to result and will remain in any waiver of any such Privileges of Buyereffect indefinitely. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect to any Seller acknowledges that the Acquired Assets include all attorney work-product protections, attorney-client privilege privileges and other legal protections and privileges to which Seller may be entitled in connection with any of the Acquired Assets or work product protection (collectivelyAssumed Liabilities. Seller is not waiving, “Privileges”) relating and will not be deemed to (i) the Businesshave waived or diminished, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliatesattorney work-product protections, including with respect attorney-client privileges or similar protections or privileges as a result of the disclosure of information to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared Buyer and its Representatives in connection with this Agreement and the Transactions contemplated by this Agreement. Seller and Buyer (a) share a common legal and commercial interest in all of the information and communications that may be subject to such protections and privileges, the Ancillary Agreements (b) are or the transactions contemplated hereby may become joint defendants in Proceedings to which such protections and privileges may relate and (c) intend that such protections and privileges remain intact should either Party become subject to any actual or thereby, threatened Proceeding to which such information or communications relate. Seller agrees that it and its Affiliates will have sole authority to determine whether no right or power after the Closing Date to assert or waive any such Privilegesprotection or privilege included in the Acquired Assets. Seller will take any actions reasonably requested by Buyer, including at the right sole cost and expense of Buyer unless Buyer is entitled to indemnification therefor under the provisions of Article VIII, in order to permit Buyer to preserve and assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without protection or privilege included in the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Acquired Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights Notwithstanding the foregoing, all communications between the Seller, on the one hand, and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard Seller’s legal counsel, on the other hand, relating to the effectnegotiation, if anypreparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged InformationCommunications”)) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Seller and shall not pass to or be claimed by Buyer. Upon receipt by Accordingly, Buyer shall not have access to any Privileged Communications or to the files of Seller’s legal counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller (and not Buyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and Buyer shall not be a holder thereof, (ii) to the extent that files of the Seller’s legal counsel in respect of such engagement constitute property of the client, only the Seller (and not Buyer) shall hold such property rights and (iii) the Seller’s legal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates, on the one hand, and a third party other than the Seller, on the other hand, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer or any of its Affiliates of, is required by Law to access or any such Person becomes aware that obtain a current copy of all or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more a portion of the other PartiesPrivileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Buyer’s counsel, then Buyer or Sellershall immediately (and, as the case may bein any event, shall promptly within five (5) Days) notify the other Party of Seller in writing so that the existence of the request and shall provide such other Party Seller can seek a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseprotective order.

Privilege. (a) With respect Buyers shall not assert, and shall cause their Affiliates not to assert, any attorney-client privilege or work product protection with respect to any communication between any of the Acquired Companies (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing) or any Seller, (ii) all businessXPLR Opco, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets Affiliates of Sellers or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller XPLR Opco or any of their the respective Affiliates prepared officers, employees, managers or directors of the foregoing (any such Person, a “Designated Person”), on the one hand, and any legal counsel currently or formerly representing a Designated Person in connection with this Agreement, the Ancillary Agreements Transaction Documents or Transactions (collectively, “Privileged Information”), including in connection with a dispute between any Designated Person and one or more of Buyers, the Acquired Companies and their respective Affiliates, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellers, XPLR Opco and their respective Affiliates (excluding the Acquired Companies); provided that with respect to any privileged communications that are related (i) to the business of the Acquired Companies, (ii) to any assets, Liabilities, Losses or Litigation or other matters associated with any Acquired Company, and (iii) only tangentially to the Transactions, the privilege and expectation of client confidence belongs solely to the applicable Acquired Company, may be controlled by such Acquired Company and shall pass to and may be claimed by Buyers or any Acquired Company. Notwithstanding the foregoing, in the event that a dispute arises between any Buyer or an Acquired Company, on the one hand, and a third party other than Sellers, on the other hand, Buyers and the Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that none of Buyers or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or Acquired Companies may waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller that would reasonably be expected to result in any waiver the Sellers and none of any Sellers or their Affiliates may waive such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing privilege without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard ▇▇▇▇▇▇. Notwithstanding anything to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth contrary in this Section 5.9. The access 11.12, nothing shall be deemed to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer limit or Seller prohibit Buyers or any of Privileged Information pursuant to this Agreement or their Affiliates from asserting attorney-client privilege in connection with the transactions contemplated hereby will not be asserted by Buyer ▇▇▇▇▇ Litigation or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisethe Transfer Tax Escrow Dispute.

Privilege. (a) With respect to any Each of Seller and Buyer, for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney-client privilege privileged communications between any Seller Party and their respective current or work product protection former Affiliates or Representatives (collectivelyin each case, including any of their respective directors, officers, employees and contractors) and their counsel, including White & Case LLP, C▇▇▇▇ y Cía. Ltda. and Blake, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, made before the consummation of the Closing in connection with the negotiation, preparation, execution, delivery and Closing under any Transaction Agreement or any Transaction Dispute (the “PrivilegesPrivileged Communications”) relating shall continue after the Closing to (i) be privileged communications with such counsel and shall be subject to a shared privilege between the BusinessSeller Parties, on the Purchased Assetsone hand, and the Assumed Liabilities or Transferred Liabilities related Entities, on the other hand. The Seller Parties and the Transferred Entities shall have equal right to communications or work product occurring or created on or prior to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the Closing, (ii) all business, previously or hereafter conducted Closing by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller Parties or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller Buyer; provided, however, that would reasonably be expected to result in neither Buyer nor any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing may waive such shared privilege or access any Privileged Communication without the prior written consent of Seller. In the event that Buyer that would reasonably be expected to result in or any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled are legally required by any Law or Order to assert produce any Privileged Communications in their possession, Buyer shall as promptly as practicable notify Seller in writing so that Seller can seek a protective order or have asserted a Privilege without regard take other appropriate action (at Seller’s sole cost and expense) and Buyer agrees to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or use and to cause its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a to use all commercially reasonable opportunity efforts to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseassist therewith.

Privilege. (a) With Each of the Parties acknowledges and agrees that Jones Day has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (b) ▇▇▇▇▇ consents and agrees to ▇▇▇▇▇ Day’s representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Buyer and its Affiliates. ▇▇▇▇▇ further consents and agrees to the communication by ▇▇▇▇▇ Day to Seller and its Affiliates in connection with any such representation of any fact known to ▇▇▇▇▇ Day arising by reason of ▇▇▇▇▇ Day’s prior representation of Seller or any of its Affiliates. (c) In connection with the foregoing, ▇▇▇▇▇ irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with ▇▇▇▇▇ Day’s representation of Seller and its Affiliates prior to and after the Closing. (▇) ▇▇▇▇▇ further agrees that all communications in any form or format whatsoever between or among any of ▇▇▇▇▇ Day, Seller or its Affiliates, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions, and beginning on the Agreement Date, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Buyer. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and be controlled solely by, Seller and shall not pass to or be claimed by ▇▇▇▇▇. (e) In the event that a dispute arises between ▇▇▇▇▇ and a third party, ▇▇▇▇▇ shall assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written Consent of Seller. In the event that Buyer is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall immediately (and, in any event, within two (2) Business Days but in all events prior to accessing or obtaining a copy of all or a portion of the Deal Communications) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective Order, and Buyer agrees to use all commercially reasonable efforts to assist therewith. (f) To the extent that files or other materials maintained by ▇▇▇▇▇ Day constitute property of its clients, only Seller shall hold such property rights and ▇▇▇▇▇ Day shall have no duty to reveal or disclose any such files or other materials or any Deal Communications by reason of any attorney-client privilege or work product protection relationship between Jones Day, on the one hand, and ▇▇▇▇▇, on the other hand. (collectively, “Privileges”g) relating to ▇▇▇▇▇ agrees that it will not (i) access or use the BusinessDeal Communications, the Purchased Assetsincluding by way of review of any electronic data, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring other information, or created on by seeking to have Seller or any Indemnifying Party waive the attorney-client or other privilege, or by otherwise asserting that Buyer has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Deal Communications from ▇▇▇▇▇ Day. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if{, prior to the Closing,} Seller or any of its Affiliates or Representatives take any action to protect from access or remove from the Business any Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications (ii) all businessany such action, previously or hereafter conducted a “Permitted Removal”). In the event that, notwithstanding any good-faith attempts by Seller or any of its or its Affiliates’ respective Representatives to achieve a Permitted Removal of any Deal Communication, including any copy, backup, image, or other form or version or electronic vestige of any portion of such Deal Communication remains accessible to or discoverable or retrievable by Buyer (each, a “Residual Communication”), Buyer agrees that it will not, and that it will cause its Affiliates and Representatives not to, intentionally use or attempt to use any means to access, retrieve, restore, recreate, unarchive or otherwise gain access to or view any Residual Communication for any purpose. (h) ▇▇▇▇▇ further acknowledges and agrees that, with respect to the Excluded Assets any Action or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of dispute between Seller or any one of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or on the one hand, and Buyer or one of its Affiliates ofAffiliates, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of on the other Partieshand, Buyer or Seller, as the case only Seller may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert waive any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges evidentiary privilege that may belong attach to or a pre-Closing communication that is determined by a court of competent jurisdiction to be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access subject to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseattorney-client privilege.

Privilege. (a) With respect The parties acknowledge and agree that the Sold Companies and Sold Subsidiaries’ attorney-client privilege, attorney work-product protection and expectation of client confidence involving any proposed sale of the Business or any other Contemplated Transaction (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 13.14(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by the Buyer or by the Sold Companies or Sold Subsidiaries upon consummation of the Closing and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Companies or Sold Subsidiary (including the privileged materials and attorney work-product covered by clause (ii) above), the Buyer shall, and shall cause the Sold Companies and Sold Subsidiaries to assert such attorney-client privilege on behalf of the Company to prevent disclosure of privileged materials or attorney work product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection (collectivelyand expectation of client confidence involving general business matters of the Sold Companies or Sold Subsidiaries and arising at and prior to the Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company, “Privileges”) relating on the one hand, and the Sold Companies and Sold Subsidiaries, on the other hand, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action Company without the prior written consent of Seller that would reasonably be expected to result in any waiver of Sold Company or Sold Subsidiary or (ii) by any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert Sold Company or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing Sold Subsidiary without the prior written consent of Buyer the Company; provided, however, that would reasonably any such privileged materials or protected attorney work-product information, whether arising prior to, or after the Closing, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be expected subject to result in any the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties acknowledge and agree that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in-house counsel of the Company represented only the Company and not the Sold Companies or Sold Subsidiaries and that any such Privileges advice given by or communications with ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or in-house counsel of Buyerthe Company shall not be subject to any joint privilege and shall be owned solely by the Company. (bc) The rights Buyer agrees, on its own behalf and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or that, following the Closing, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in-house counsel may serve as counsel to the Company and its Affiliates of, or Subsidiaries in connection with any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity matters related to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement the Contemplated Transactions, including any litigation, claim or obligation arising out of or relating to permit Buyer to obtain Information existing this Agreement or the Contemplated Transactions notwithstanding any representation by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or in-house counsel prior to the Closing are made in reliance on Date of the Parties’ respective agreements to maintain the confidentiality of such Information Sold Companies and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8Sold Subsidiaries, and the disclosure waives any conflict arising with respect to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisesuch representation.

Privilege. (a) With The parties acknowledge and agree that the Sold Companies and Sold Subsidiaries’ attorney-client privilege, attorney work-product protection and expectation of client confidence involving any pre-Closing communication among the Sold Companies and Sold Subsidiaries’ counsel (including in-house counsel of the Company or its Subsidiaries), on the one hand, and the Sold Companies or the Sold Subsidiaries, on the other hand, in respect of the proposed sale of the Business or any other transaction contemplated by this Agreement or any of the Transaction Documents (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 12.15(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, or waived by the Buyer or by the Sold Companies or Sold Subsidiaries following the consummation of the Closing, and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Company or Sold Subsidiary described in the immediately preceding sentence (including the privileged materials and attorney work-product covered by the first sentence of this clause (a)), the Buyer shall, and shall cause the Sold Companies and Sold Subsidiaries to, assert such attorney-client privilege on behalf of the Company to prevent disclosure of privileged materials or work attorney work-product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection (collectivelyand expectation of client confidence involving general business matters of the Sold Companies or Sold Subsidiaries and arising at and prior to the Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company, “Privileges”) relating on the one hand, and the Sold Companies and Sold Subsidiaries, on the other hand, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action Company without the prior written consent of Seller that would reasonably be expected to result in any waiver the Buyer (for and on behalf of any such Privileges. Subject to the foregoingapplicable Sold Company or Sold Subsidiary), after the Closing, Buyer will have sole authority to determine whether to assert or waive (ii) by any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities Sold Company or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing Sold Subsidiary without the prior written consent of Buyer the Company; provided, however, that would reasonably any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be expected subject to result in any the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties acknowledge and agree that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Macfarlanes LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in-house counsel of the Company represented only the Company and not the Sold Companies or Sold Subsidiaries and that any such Privileges advice given by or communications with ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Macfarlanes LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or in-house counsel of Buyerthe Seller shall not be subject to any joint privilege and shall be owned solely by the Company. (bc) The rights Buyer agrees, on behalf of itself and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates ofthat, or any such Person becomes aware that a current or former employee of such Person has receivedfollowing the Closing, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Macfarlanes LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in-house counsel, may serve as counsel to the Company, any subpoena, discovery or other request from Seller and their respective Affiliates in connection with any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity matters related to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement the Contemplated Transactions, including any Action or obligation arising out of or relating to permit Buyer to obtain Information existing this Agreement or the Contemplated Transactions notwithstanding any representation by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Macfarlanes LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or in-house counsel prior to the Closing are made in reliance on Date of the Parties’ respective agreements to maintain the confidentiality of such Information Sold Companies and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseSold Subsidiaries.

Privilege. (a) With respect The Parties agree that, from and after the Closing (and in the case of Seller, from the date hereof), to the extent permitted by Law, their respective rights and obligations to maintain, preserve, assert or waive any or all attorney-client privilege or and work product protection privileges belonging to any Party with respect to the Business and the Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Retained Liabilities (collectively, collectively “Privileges”) shall be governed by the provisions of this ‎Section 5.13. From and after the Closing (and in the case of Seller, from the date hereof), with respect to matters primarily relating to the Excluded Assets or the Retained Liabilities, and, notwithstanding the next sentence, with respect to all information of Seller and its Affiliates to the extent relating to the Sale Process (i) other than information to the extent not relating to the Sale Process but relating to the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets Purchased Entities and their Subsidiaries or the Retained Liabilities or Excluded Assumed Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby), Seller will and its Affiliates shall have sole authority in perpetuity to determine whether to assert or waive any such or all Privileges, including and no Purchaser nor any of its Affiliates shall take any action without the right prior written consent of Seller that would be reasonably likely to assert result in any waiver of any such Privilege against Buyer that could be asserted by Seller or such Affiliate. From and its Affiliates. Buyer after the Closing, with respect to matters primarily relating to the Business, Purchased Assets, the Purchased Entities and their Subsidiaries or the Assumed Liabilities, Purchasers shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Seller and its Affiliates shall take no action without the prior written consent of Seller Purchasers that would be reasonably be expected likely to result in any waiver of any such PrivilegesPrivilege. Subject Notwithstanding the foregoing sentence, Purchaser agrees not to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive take any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer Seller that would be reasonably be expected likely to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply Privilege with respect to all Information matters arising prior to the Closing in relation to the Business, the Purchased Assets or the Assumed Liabilities. All information as to which Seller or any its Affiliates, on the one hand, or Purchasers or any of their Affiliates, on the other hand, would be entitled to assert or has asserted a Privilege pursuant to this ‎Section 5.13 is referred to as “Privileged Information”. Any waiver of Privilege in relation to Privileged Information over which both Seller or any of its Affiliates would be and Purchasers or any of their Affiliates are entitled to assert or have asserted a Privilege without regard to shall require the effectprior written consent of both Seller and Purchasers. (b) From and after the Closing (and in the case of Seller, if anyfrom the date hereof), of the transactions contemplated hereby upon (the “Privileged Information”). Upon i) receipt by Seller or any of its Affiliates, or Buyer or its Affiliates ofon the one hand, or Purchasers or any such Person becomes aware that a current or former employee of such Person has receivedtheir Affiliates, on the other hand, of any subpoena, discovery or other request from any Person third party that actually or arguably calls for the production or disclosure of Privileged Information Information, or (ii) Seller or any of its Affiliates, on the one hand, or more Purchasers or any of their Affiliates, on the other Partieshand, Buyer obtaining knowledge that any current or Sellerformer employee has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information, Seller or Purchasers, as the case may be, shall promptly notify the other Party of the existence of the applicable request and shall provide such the other Party a reasonable opportunity to review the Privileged Information such request and to assert any rights it may have under this Section 5.9 ‎Section 5.13 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect to any attorney-client privilege or work product protection Buyer, on behalf of itself and its Affiliates (including the Company Group following the Closing) (collectively, the “PrivilegesBuyer Affiliate Parties”), hereby waives, and agrees not to allege, any claim that ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (the “Law Firm”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities has a conflict of interest or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by is otherwise prohibited from representing a Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilitiesdirectors, or officers, employees, agents, auditors and representatives (iii) all business records, documents, communications or other information (collectively, “InformationSeller Related Parties”) of Seller in any post-Closing matter or dispute with any of their respective Affiliates prepared in connection with the Buyer Affiliate Parties related to or arising under this Agreement, Agreement (including the Ancillary Agreements negotiation hereof) or the transactions contemplated hereby hereby, even though the interests of one or thereby, more of the Seller will have sole authority to determine whether to assert Related Parties in such matter or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably dispute may be expected to result in any waiver of any such Privileges. Subject directly adverse to the foregoing, after interests of one or more of the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerAffiliate Parties. (b) The rights Buyer, on behalf of itself and obligations created by this Section 5.9 will apply all other Buyer Affiliate Parties, acknowledges and agrees that the Company Group’s attorney-client privilege and attorney work-product protection with respect to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard pre-Closing communications, information and documentation between and among the Law Firm, on the one hand, and any member of the Company Group, on the other hand, relating to the effect, if any, provision of legal advice in respect of the transactions contemplated hereby (such communications, the “Privileged InformationTransaction Communications”)) be retained and controlled by the Sellers, and may be waived only by the Sellers. Upon receipt ▇▇▇▇▇ and each Seller acknowledges and agrees that (i) the foregoing attorney-client privilege and work product protection shall not be controlled, owned, used, waived or claimed by Seller or its Affiliatesany Buyer Affiliate Party upon consummation of the Closing; and (ii) in the event of a dispute between any Buyer Affiliate Party, or Buyer or its Affiliates ofon the one hand, and a third party, on the other hand, or any other circumstance in which such Person becomes aware a third party requests or demands that a current or former employee Buyer Affiliate Party Company produce Privileged Transaction Communications, Buyer shall, and shall cause the other Buyer Affiliate Parties, to assert such attorney-client privilege on behalf of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or Seller Related Parties to prevent disclosure of privileged materials or attorney work product to such third party. Notwithstanding the foregoing, the parties agree that the protections afforded by this Section 15.17(b) shall not be considered, and is not, a waiver by Buyer of any attorney-client privilege that Buyer may have over the Privileged Information Transaction Communications as against any third party other than the Seller Related Parties. In the event of a dispute between any Buyer Affiliate Party, on the one or more of hand, and a third party other than any Seller Related Party, on the other hand, ▇▇▇▇▇ may assert the attorney-client privilege to prevent disclosure of any Privileged Transaction Communications to such third party. (c) Notwithstanding anything to the contrary set forth in this Section 15.17, in the event that the Buyer is required or requested under Applicable Law (including by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity) to produce or disclose any Privileged Transaction Communications, the Buyer shall be entitled to so produce or disclose such Privileged Transaction Communications, provided that, as soon as reasonably practicable following such a request or order, the Buyer shall, to the extent so permitted, notify the Sellers in writing and afford the Seller Related Parties, Buyer or Sellerat their sole cost and expense, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review seek such remedy as may be available to the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise Seller Related Parties to prevent the production or disclosure of of, or access to, any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to Transaction Communications or maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8any Privileged Transaction Communications, and the disclosure Buyer shall and shall cause its Affiliates to Buyer or reasonably cooperate with the Seller of Privileged Information pursuant Related Parties, at the Seller Related Parties’ sole cost and expense, as reasonably requested, and to this Agreement or the extent permitted by Applicable Law, in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisetherewith.

Privilege. (a) With respect to any The Parties recognize that the members of their respective Groups possess information previously developed and legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product protection exemption and other concepts of legal privilege (collectively“Privilege”). The Parties recognize that, “Privileges”) relating to (i) the Businessexcept as specified in this Section 3.9, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior each Party shall be entitled to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including Privilege with respect to its privileged information and that each shall be entitled to maintain and use for its own benefit all such information, and both Parties shall ensure that such information is maintained so as to protect the Excluded Assets or Privilege to the Retained Liabilities or Excluded Liabilitiesfullest extent. With respect to matters relating to the SGI Business, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will SGI shall have sole authority in perpetuity to determine whether to assert or waive any such Privilegesor all of the Privilege, including the right and A-▇▇▇▇ shall not take any action (nor permit any of its Subsidiaries to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action action) that could reveal Privileged Information of SGI without the prior written consent of Seller that would reasonably be expected SGI. With respect to result in any waiver of any such Privileges. Subject matters solely relating to the foregoingA‑▇▇▇▇ Business, after the Closing, Buyer will A-▇▇▇▇ shall have sole authority in perpetuity to determine whether to assert or waive any Privileges with respect to matters relating to or all of the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the ClosingPrivilege, and Seller and its Affiliates SGI shall take no action after the Closing (or permit any of its Subsidiaries to take action) that could reveal Privileged Information of A-▇▇▇▇ without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) A-▇▇▇▇. The rights and obligations created by this Section 5.9 3.9 will apply to all Confidential Information as to which Seller the Parties or its Affiliates their respective Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby Distribution (the “Privileged Information”). , except that upon request of a government enforcement agency investigating SGI, A-▇▇▇▇, or any of their Subsidiaries, then SGI shall have the sole right to waive privilege regarding pre-Distribution Privileged Information, and the consent of A-▇▇▇▇ or its Subsidiaries shall not be required, but SGI shall give advance written notice to A-▇▇▇▇ or its Subsidiaries. (b) Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee Party of such Person has received, any subpoena, discovery or other request from any third Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other PartiesParty, Buyer or Seller, as the case may be, receiving Party shall promptly notify the other Party of the existence of the request to the extent permitted by law and shall provide such the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under Section 3.2 or this Section 5.9 3.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. Recognizing that the Company has legal counsel (“Company Counsel”), and that Company Counsel may act as legal counsel to a Seller after the Closing, Company hereby waives any conflicts that may arise in connection with Company Counsel representing Sellers or their Affiliates after the Closing as such representation may relate to Purchaser and/or the Company, or the transactions contemplated by this Agreement and the Transaction Documents. In addition, all communications involving attorney-client confidences between the Company and their Affiliates, on the one hand, and Company Counsel, on the other hand, relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not Purchaser or the Company or their respective Affiliates). Accordingly, Purchaser and the Company shall not have access to any such communications or to the files of Company Counsel relating to such engagement from and after the Closing Date and such files shall be segregated from Company Counsel’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). Without limiting the generality of the foregoing, from and after the Closing Date, (a) With Sellers and their Affiliates (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (b) to the extent that files of Company Counsel in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not Purchaser or the Company) shall hold such property rights and (c) Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser the Company by reason of any attorney-client relationship between Company Counsel and the Company or any of their Affiliates or otherwise. Notwithstanding the foregoing, (a) none of Purchaser or the Company nor any of their respective Affiliates is waiving any attorney-client privilege (including relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Transaction Documents) in connection with any third-party action, suit, proceeding, claim, application, complaint or work product protection investigation; (collectively, “Privileges”b) relating the waivers contained in this Section 10.17 shall not extend to (i) any communication unrelated to this Agreement or the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the ClosingTransaction Documents, (ii) all businesscommunications between the Stockholders or the Company, previously or hereafter conducted by Seller on the one hand, and any Person other than Counsel, on the other hand, (iii) any post-Closing communications between Company and Company Counsel or any other legal counsel. The parties have executed this Agreement as of its Affiliates, including the date indicated in the first sentence of this Agreement. ASPENTECH HOLDING CORPORATION By: ___________________________ Name: ________________________ Title: _________________________ MTELLIGENCE CORPORATION By: ___________________________ Name: ________________________ Title: _________________________ CITO CAPITAL CORPORATION By: ___________________________ Name: ________________________ Title: _________________________ Solely with respect to Section 6.9 ASPEN TECHNOLOGY, INC. By: ___________________________ Name: ________________________ Title: _________________________ The parties have executed this Agreement as of the Excluded Assets or date indicated in the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) first sentence of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.SELLERS By: ___________________________ Name: ________________________ Title: _________________________