Common use of Privileged Materials Clause in Contracts

Privileged Materials. All such Pre-Closing Privileges, and all books and records and other documents of the Company and the Company’s Subsidiaries or the Business to the extent containing any advice or communication that is subject to any Pre-Closing Privilege (“Privileged Materials”), shall be deemed excluded from the acquisition of the Shares, and shall be distributed to Seller (on behalf of the applicable Designated Persons) immediately prior to the Closing with (in the case of such books and records to the extent containing any Privileged Materials) no copies retained by the Company and the Company’s Subsidiaries. Absent the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld or delayed), none of Buyer or, following the Closing, the Company and the Company’s Subsidiaries, shall have a right of access to Privileged Materials. Buyer hereby agrees not to search for or use any Privileged Materials existing on the Buyer’s servers, electronic backup systems, e-mail archives or any other books and records after the Closing, and each of Seller and ▇▇▇▇▇ agrees to take all reasonable steps necessary to ensure such privilege shall survive the Closing.

Privileged Materials. All such Pre-Closing Privileges, Privileges and all books and records and other documents of the Company and the Company’s Subsidiaries or the Business to the extent containing any advice or communication that is subject to any Pre-Closing Privilege Privilege, in each case, solely to the extent related to the Transactions, this Agreement or any Ancillary Agreement, or the negotiations and discussions arising out of or relating to the Transaction, this Agreement and any Ancillary Agreement (“Privileged Materials”), shall be deemed excluded from the acquisition of the SharesInterests, and shall be distributed to the Seller Parties (on behalf of the applicable Designated Persons) immediately prior to the Closing with (in the case of such books and records to the extent containing any Privileged Materials) no copies retained by the Company and the Company’s Subsidiaries. Absent the prior written consent of the Seller Parties (which consent shall not be unreasonably conditioned, withheld or delayed), none of Buyer or, or (following the Closing, ) the Company and the Company’s Subsidiaries, shall have a right of access to Privileged Materials. Buyer The Company hereby agrees not to search for or use any Privileged Materials existing on the BuyerCompany’s servers, electronic backup systems, e-mail archives or any other books and records after the Closing, and each of Seller and ▇▇▇▇▇ agrees the parties agree to take all reasonable steps necessary to ensure such privilege shall survive the Closing.

Privileged Materials. All such Pre-Closing Privileges, and all books and records and other documents of the Company and the Company’s Subsidiaries Vantive Group Entities or the Business to the extent containing any advice or communication that is subject to any Pre-Closing Privilege (“Privileged Materials”), shall be deemed excluded from the acquisition of the SharesInterests and the Deferred Vantive Local Businesses, and shall be distributed to Seller (on behalf of the applicable Designated Persons) immediately prior to the Closing with (in the case of such books and records to the extent containing any Privileged Materials) no copies retained by the Company and the Company’s SubsidiariesVantive Group Entities. Absent the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld or delayed), none of Buyer or, following the Closing, the Company and the Company’s SubsidiariesVantive Group Entities, shall have a right of access to Privileged Materials. Buyer hereby agrees not to search for or use any Privileged Materials existing on the Buyer’s servers, electronic backup systems, e-mail archives or any other books and records after the Closing, and each of Seller and ▇▇▇▇▇ agrees to take all reasonable steps necessary to ensure such privilege shall survive the ClosingClosing in accordance with the terms herein.