Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Vishay and VPG agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group with respect to the Vishay Business or the MGF Business, including but not limited to the attorney-client, work product privileges or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay SAP and VPG Qualtrics agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party Party or the respective members of their respective Group with respect to the Vishay Business or the MGF Businessits Subsidiaries, including but not limited to the attorney-clientclient privilege, the work product privileges or immunity, and any other applicable privileges privilege or immunity from production (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.63.6. With respect to Privileged Information (as defined below) of VishaySAP, Vishay SAP shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Qualtrics shall take use its reasonable best efforts to ensure that it takes no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay SAP that could would be reasonably likely to result in any waiver of any Privilege that could be asserted by Vishay SAP or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGQualtrics arising after the IPO Date, VPG Qualtrics shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay SAP shall take use its reasonable best efforts to ensure that it takes no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG Qualtrics that could would be reasonably likely to result in any waiver of any Privilege that could be asserted by VPG Qualtrics or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 3.6 shall apply to all Information (“Privileged Information”) as to which Vishay SAP or VPG Qualtrics or their respective Groups Subsidiaries would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Privileged Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay Retail Ventures and VPG DSW agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay DSW Business or the MGF Businessbusiness of Retail Ventures, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.63.6. With respect to Privileged Information of VishayRetail Ventures (as defined below), Vishay Retail Ventures shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG DSW shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Retail Ventures that could result in any waiver of any Privilege that could be asserted by Vishay Retail Ventures or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGDSW (as defined below) arising after the IPO Date, VPG DSW shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Retail Ventures shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG DSW that could result in any waiver of any Privilege that could be asserted by VPG DSW or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 3.6 shall apply to all Information (“Privileged Information”) as to which Vishay Retail Ventures or VPG DSW or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution ("Privileged Information"). Privileged Information of Vishay and its Group Retail Ventures includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Retail Ventures and its Group Subsidiaries (other than Information satisfying the criteria of DSW Business; PROVIDED that DSW has assumed and will be liable on or after the preceding sentence relating IPO Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG DSW or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Retail Ventures (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselRetail Ventures, regardless of whether such employee is or becomes an employee of VPG DSW or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time IPO Date that refers or relates to Privileged Information of Retail Ventures generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupIPO Date. Privileged Information of VPG and its Group DSW includes but is not limited to (x) any and all VPG InformationInformation regarding the DSW Business, whether or not it is in the possession of Vishay Retail Ventures or any member of its GroupSubsidiaries; PROVIDED that DSW has assumed and will be liable on or after the IPO Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution IPO Date between counsel for the MGF DSW Business (including in-house counsel and former in-house counsel who are employees of VishayRetail Ventures) and any Person person who, at the time of the communication, was an employee of VPGDSW, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Retail Ventures or any member of its GroupSubsidiaries and (z) all Information generated, received or arising after the IPO Date that refers or relates to Privileged Information of DSW generated, received or arising after the IPO Date.

Privileged Matters. (a) Vishay and VPG agree that their respective rights and obligations As to maintain, preserve, assert or waive any or all privileges belonging to either party privileged communications among counsel for Seller or the respective members Seller Group (including Jxxxx Day and in-house counsel of Seller or the Seller Group), Seller and any other member of the Seller Group that relate in any way to the transactions contemplated by this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Acquiror or any of its Affiliates. The Privileged Communications are the property of Seller, and from and after the Closing none of Acquiror, any other member of the Acquiror Group or any Person purporting to act on behalf of or through the Acquiror or any other member of the Acquiror Group will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, Acquiror and each member of the Acquiror Group, together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. Notwithstanding the foregoing, the Seller or any other member of the Seller Group may waive the privilege relating to some or all of the Privileged Communications in which case such communications may be used by the Seller and/or any other member of the Seller Group in connection with respect any dispute that relates in any way to the Vishay Business or the MGF Businesstransactions contemplated by this Agreement, including but not limited to in any claim for indemnification brought by Acquiror. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or any of its Affiliates and a third party (other than a Party or any of their respective Affiliates) after the Closing, Acquiror may assert the attorney-clientclient privilege to prevent disclosure of confidential communications by counsel for Seller or the Seller Group to such third party; provided, work product privileges or however, that neither Acquiror nor any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) Affiliates may waive such privilege without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupSeller.

Privileged Matters. (a) Vishay Compuware and VPG Covisint agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Covisint Business or the MGF Businessbusiness of Compuware, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.65.7. With respect to Privileged Information of VishayCompuware (as defined below), Vishay Compuware shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Covisint shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Compuware that could result in any waiver of any Privilege that could be asserted by Vishay Compuware or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGCovisint (as defined below), VPG Covisint shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Compuware shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG Covisint that could result in any waiver of any Privilege that could be asserted by VPG Covisint or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 5.7 shall apply to all Information (“Privileged Information”) as to which Vishay Compuware or VPG Covisint or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group Compuware includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Compuware and its Group Subsidiaries (other than Information satisfying regarding the criteria of Covisint Business; provided that Covisint has assumed and will be liable on or after the preceding sentence relating Effective Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG Covisint or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Compuware (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselCompuware, regardless of whether such employee is or becomes an employee of VPG Covisint or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time Effective Date that refers or relates to Privileged Information of Compuware generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupEffective Date. Privileged Information of VPG and its Group Covisint includes but is not limited to (x) any and all VPG InformationInformation regarding the Covisint Business, whether or not it is in the possession of Vishay Compuware or any member of its GroupSubsidiaries; provided that Covisint has assumed and will be liable on or after the Effective Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Covisint Business (including in-house counsel and former in-house counsel who are or were employees of VishayCompuware) and any Person person who, at the time of the communication, was an employee of VPGCovisint, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Compuware or any member of its GroupSubsidiaries (other than Covisint and its Subsidiaries) and (z) all Information generated, received or arising after the Effective Date that refers or relates to Privileged Information of Covisint generated, received or arising after the Effective Date.

Privileged Matters. (a) Vishay Cendant and VPG PHH agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party Party or the respective members of their respective Group Subsidiaries with respect to the Vishay PHH Business or the MGF Businessbusiness of Cendant, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.61.6. With respect to Privileged Information of VishayCendant (as defined below), Vishay Cendant shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG PHH shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Cendant that could result in any waiver of any Privilege that could be asserted by Vishay Cendant or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGPHH (as defined below), VPG PHH shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Cendant shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG PHH that could result in any waiver of any Privilege that could be asserted by VPG PHH or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 1.6 shall apply to all Information (“Privileged Information”) as to which Vishay Cendant or VPG PHH or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group Cendant includes but is not limited to (wi) any and all Privileged Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Cendant and its Group Subsidiaries (other than Information satisfying the criteria of PHH Business; provided that PHH has assumed and will be liable on or after the preceding sentence relating Distribution Date for any Liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG PHH or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Cendant (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselCendant, regardless of whether such employee is or becomes an employee of VPG PHH or any member of its GroupSubsidiaries and (iii) and any Person who, at the time all Information that refers or relates to Privileged Information of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupCendant. Privileged Information of VPG and its Group PHH includes but is not limited to (x) any and all VPG InformationPrivileged Information regarding the PHH Business, whether or not it is in the possession of Vishay Cendant or any member of its GroupSubsidiaries; provided that PHH has assumed and will be liable on or after the Distribution Date for any Liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF PHH Business (including in-house counsel and former in-house counsel who are employees of VishayCendant) and any Person person who, at the time of the communication, was an employee of VPGPHH, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Cendant or any member of its GroupSubsidiaries and (z) all Information that refers or relates to Privileged Information of PHH.

Privileged Matters. (a) Vishay and VPG agree that their The respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to either party Party or the respective members of their respective Group its Subsidiaries with respect to the Vishay Snacks Business or the MGF Non-Snacks Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall will be governed by the provisions of this Section 4.64.08. With respect to Privileged Information of VishaySeller or relating exclusively to Pre-Closing Liabilities or exclusively to Excluded Liabilities, Vishay shall Seller will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall Acquiror will not take no any action (nor or permit any member of its Group Affiliates to take action) without the prior written consent of Vishay Seller that could would reasonably be expected to result in any waiver of any Privilege that could be asserted by Vishay Seller or any member of its Group under Applicable applicable Law and this Agreement. With respect to Privileged Information solely of VPGthe Snacks Business or otherwise arising after the Closing Date, VPG shall Acquiror will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall Seller will take no action (nor permit any member of its Group Affiliates to take action) without the prior written consent of VPG Acquiror that could would reasonably be expected to result in any waiver of any Privilege that could be asserted by VPG Acquiror or any member of its Group Affiliates under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall 4.08 will apply to all Information (“Privileged Information”) as to which Vishay a Party or VPG or their respective Groups its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business transactions contemplated hereby (“VPG Privileged Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay ALLETE and VPG ADESA agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay ADESA Business or the MGF Businessbusiness of ALLETE, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of VishayALLETE (as defined below), Vishay ALLETE shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG ADESA shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay ALLETE that could result in any waiver of any Privilege that could be asserted by Vishay ALLETE or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGADESA (as defined below), VPG ADESA shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay ALLETE shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG ADESA that could result in any waiver of any Privilege that could be asserted by VPG ADESA or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay ALLETE or VPG ADESA or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution ("Privileged Information"). Privileged Information of Vishay and its Group ALLETE includes but is not limited to (wi) any and all Privileged Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of ALLETE and its Group Subsidiaries (other than Information satisfying the criteria of ADESA Business; PROVIDED that ADESA has assumed and will be liable on or after the preceding sentence relating Effective Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG ADESA or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay ALLETE (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselALLETE, regardless of whether such employee is or becomes an employee of VPG ADESA or any member of its GroupSubsidiaries and (iii) and any Person who, at the time all Information that refers or relates to Privileged Information of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupALLETE. Privileged Information of VPG and its Group ADESA includes but is not limited to (x) any and all VPG InformationPrivileged Information regarding the ADESA Business, whether or not it is in the possession of Vishay ALLETE or any member of its GroupSubsidiaries; PROVIDED that ADESA has assumed and will be liable on or after the Effective Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF ADESA Business (including in-house counsel and former in-house counsel who are employees of VishayALLETE) and any Person person who, at the time of the communication, was an employee of VPGADESA, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay ALLETE or any member of its GroupSubsidiaries and (z) all Information that refers or relates to Privileged Information of ADESA.

Privileged Matters. (a) Vishay and VPG agree that their respective rights and obligations As to maintain, preserve, assert or waive any or all privileges belonging to either party communications among counsel for Parent or the respective members Parent Group (including Xxxxx Day and in-house counsel of Parent or the Parent Group), Parent and any other member of the Parent Group that relate in any way to the transactions contemplated by this Agreement or to Excluded Liabilities (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to Parent and may be controlled by Parent and will not pass to or be claimed by Acquiror, SplitCo, any Galleria Entity or any of their respective Affiliates. The Privileged Communications are the property of Parent, and from and after the Closing none of Acquiror, SplitCo, any Galleria Entity, any other member of the Acquiror Group with respect or any Person purporting to act on behalf of or through the Vishay Business Acquiror (including a Continuing Employee), SplitCo, any Galleria Entity or any other member of the MGF BusinessAcquiror Group will seek to obtain such communications, including but not limited to whether by seeking a waiver of the attorney-clientclient privilege or through other means. As to any such Privileged Communications prior to the Closing Date, work product privileges Acquiror, SplitCo, each Galleria Entity and each other member of the Acquiror Group, together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. The Privileged Communications may be used by Parent or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its the Parent Group in connection with any dispute that relates in any way to the transactions contemplated by this Agreement, including in any claim for indemnification brought by Acquiror. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, SplitCo any Galleria Entity or any of their Affiliates and a third party (other than a Party or any of their respective Affiliates) after the Closing, Acquiror may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel for Parent or the Parent Group to take action) such third party; provided, however, that neither Acquiror nor any of its Affiliates may waive such privilege without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupParent.

Privileged Matters. (a) Vishay Xxxx Xxx and VPG HBI agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Branded Apparel Business or the MGF Xxxx Xxx Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.65.4. With respect to Privileged Information (as defined below) of VishayXxxx Xxx, Vishay Xxxx Xxx shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG HBI shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay Xxxx Xxx that could result in any waiver of any Privilege that could be asserted by Vishay Xxxx Xxx or any member of its Group under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGHBI arising after the Separation, VPG HBI shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Xxxx Xxx shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG HBI that could result in any waiver of any Privilege that could be asserted by VPG HBI or any member of its Group under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 5.4 shall apply to all Information (“Privileged Information”) as to which Vishay Xxxx Xxx or VPG HBI or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and or the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay Xxxx Xxx and its Group includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Xxxx Xxx Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Branded Apparel Business (“VPG Branded Apparel Information”)), whether or not such Information (other than VPG Branded Apparel Information) is in the possession of VPG HBI or any member of its Group; and (xii) all communications subject to a Privilege between counsel for Vishay Xxxx Xxx (including any Person person who, at the time of the communication, was an employee of Vishay Xxxx Xxx or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG HBI or any member of its Group) and any Person person who, at the time of the communication, was an employee of VishayXxxx Xxx, regardless of whether such employee is or becomes an employee of VPG HBI or any member of its GroupGroup and (iii) all Information generated, received or arising after the Separation Date that refers or relates to Privileged Information of Xxxx Xxx or its Group generated, received or arising prior to the Separation Date. Privileged Information of VPG HBI and its Group includes but is not limited to (x) any and all VPG Branded Apparel Information, whether or not it is in the possession of Vishay Xxxx Xxx or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution Separation between counsel for the MGF Branded Apparel Business (including in-house counsel and former in-house counsel who are employees of VishayXxxx Xxx) and any Person person who, at the time of the communication, was an employee of VPGHBI, any member of its Group or the MGF Branded Apparel Business regardless of whether such employee was, is or becomes an employee of Vishay Xxxx Xxx or any member of its GroupSubsidiaries and (z) all Information generated, received or arising after the Separation Date that refers or relates to Privileged Information of HBI or its Group generated, received or arising after the Separation Date.

Privileged Matters. (a) Vishay ECC and VPG the Company agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party hereto or the respective members of their respective Group with respect to the Vishay Consumer Business or the MGF Company Business, including but not limited to the attorney-client, work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of VishayECC, Vishay ECC shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG the Company shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay ECC that could result in any waiver of any Privilege that could be asserted by Vishay ECC or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPGthe Company arising after the Distribution Date, VPG the Company shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay ECC shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG the Company that could result in any waiver of any Privilege that could be asserted by VPG the Company or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay ECC or VPG the Company or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay ECC and its Group includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Consumer Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Company Business (“VPG Company Information”)), whether or not such Information (other than VPG Company Information) is in the possession of VPG the Company or any member of its Group; and (xii) all communications subject to a Privilege between counsel for Vishay ECC (including any Person person who, at the time of the communication, was an employee of Vishay ECC or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG the Company or any member of its Group) and any Person person who, at the time of the communication, was an employee of VishayECC, regardless of whether such employee is or becomes an employee of VPG the Company or any member of its GroupGroup and (iii) all Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information of ECC or its Group generated, received or arising prior to the Distribution Date. Privileged Information of VPG the Company and its Group includes but is not limited to (x) any and all VPG Company Information, whether or not it is in the possession of Vishay ECC or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Company Business (including in-house counsel and former in-house counsel who are employees of VishayECC) and any Person person who, at the time of the communication, was an employee of VPGthe Company, any member of its Group or the MGF Company Business regardless of whether such employee was, is or becomes an employee of Vishay ECC or any member of its GroupGroup and (z) all Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information of the Company or its Group generated, received or arising after the Distribution Date.

Privileged Matters. (a) Vishay Without limiting the parties' obligations set forth in Sections 5.2, 5.11, 5.14, 5.17, 6.8 and VPG 6.9, DuPont and Buyer agree that their respective rights and obligations to maintain, preserve, assert or waive any or all attorney-client and work product privileges belonging to either party or the respective members of their respective Group with respect to the Vishay DTI Business or and the MGF BusinessDuPont Business (collectively, including but not limited to the attorney-client, work product privileges or any other applicable privileges (individually, a “Privilege”), "PRIVILEGES") shall be governed by the provisions of this Section 4.65.21. With respect to Privileged matters relating to the DuPont Business or the Retained DTI Actions, and with respect to all Information of VishayDuPont relating to the Sale Process, Vishay DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall Buyer and its Affiliates (including the DTI Companies) shall, to their knowledge, take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay DuPont that could would reasonably be likely to result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group DuPont under Applicable applicable Law and this Agreement. With respect to Privileged Information of VPGmatters relating to the DTI Business (except for any Retained DTI Action), VPG after the Closing, Buyer shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall DuPont and its Affiliates shall, to their knowledge, take no action (nor permit any member of its Group to take action) after the Closing without the prior written consent of VPG Buyer that could would reasonably be likely to result in any waiver of any Privilege that could be asserted by VPG or any member of its Group Buyer under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 5.21 shall apply to all Information (“Privileged Information”) as to which Vishay DuPont or VPG or their respective Groups the DTI Companies would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to transactions contemplated hereby (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”"PRIVILEGED INFORMATION")), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay Sellers and VPG Buyer agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay Analytical Technologies Business or and the MGF BusinessExcluded Businesses, including but not limited to including, the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.67.17. With respect to Privileged Information of Vishaymatters relating to the Excluded Businesses, Vishay the Excluded Assets, the Retained Liabilities or to the Sale Process (to the extent not relating to Buyer), Parent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Buyer and its Affiliates (including the Analytical Technologies Companies) shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay Parent that could reasonably be expected, based on the advice of outside counsel, to result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group Parent under Applicable applicable Law and this Agreement. With respect to Privileged Information of VPGmatters relating to the Analytical Technologies Business, VPG the Purchased Assets, or the Assumed Liabilities (except as provided in the preceding sentence), after the Closing, Buyer shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Parent and its Affiliates shall take no action (nor permit any member of its Group to take action) after the Closing without the prior written consent of VPG Buyer that could reasonably be expected, based on advice of outside counsel, to result in any waiver of any Privilege that could be asserted by VPG or any member of its Group Buyer under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 7.17 shall apply to all Information (“Privileged Information”) information as to which Vishay Parent or VPG or their respective Groups the Analytical Technologies Companies would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. transactions contemplated hereby ("Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”")), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay Octel and VPG Great Lakes agree that their respective rights and obligations to maintain, preserve, preserve and assert or waive any or all privileges belonging to that either party may have that exist on or before the respective members Distribution Date, and regardless of their respective Group when such privileges would ultimately be asserted, including without limitation, any privilege or protection arising under or relating to any attorney-client relationship ("Privilege" or "Privileges"). Great Lakes and Octel shall be entitled in perpetuity to require the assertion or decide whether to consent to the waiver of any and all Privileges which, in the case of Octel, relate to the Transferred Businesses, the Transferred Assets and/or Assumed Liabilities and, in the case of Great Lakes, relate to the Excluded Businesses, the Excluded Assets, the Non-Transferred Businesses and the Retained Liabilities. Octel and Great Lakes shall each use the same degree of care as it would with respect to the Vishay Business or the MGF Business, including but itself so as not limited to the attorney-client, work product privileges or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) Privilege which could be asserted under applicable law without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreementother party. The rights and obligations created by this Section 4.6 7.6 shall apply to all Information (“Privileged Information”) as to which Vishay which, but for the Distribution, Great Lakes or VPG its Affiliates or their respective Groups Octel or its Affiliates would be have been entitled to assert or have asserted did assert the protection of a Privilege without regard to the effect("Privileged Information"), if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes including but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating generated on or prior to the MGF Business (“VPG Information”))Distribution Date but which, whether or not such Information (other than VPG Information) after the Distribution, is in the possession of VPG the other party or any member of its GroupAffiliates; and (xii) all communications subject to a Privilege occurring on or prior to the Distribution Date between counsel for Vishay Great Lakes or its Affiliates and any person who, at the time of the 44 51 communication, was an employee of Great Lakes or its Affiliates, regardless of whether such employee is or becomes an Octel employee or an employee of any of Octel's Affiliates; (including iii) all communications subject to a Privilege occurring on or prior to the Distribution Date between counsel for Octel or its Affiliates, and any Person person who, at the time of the communication, was an employee of Vishay Octel, Octel Associates, The Associated Octel Company, Octel America, Inc. or its Group in any Affiliate thereof or was an employee of the capacity of in-house counselTransferred Businesses or the Excluded Businesses, regardless of whether such employee is or becomes a Great Lakes employee or an employee of VPG any of Great Lakes' Affiliates; and (iv) all Information generated, received or any member arising after the Distribution Date that consists of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes generated, received or arising on or prior to the Distribution Date but is not limited to (x) any and all VPG Informationwhich, whether or not it after the Distribution Date, is in the possession of Vishay the other party or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupAffiliates.

Privileged Matters. (ah) Vishay and VPG agree that their respective rights and obligations As to maintain, preserve, assert or waive any or all privileges belonging to either party communications among counsel for Parent or the respective members Parent Group (including Xxxxx Day and in-house counsel of Parent or the Parent Group), Parent and any other member of the Parent Group that relate in any way to the transactions contemplated by this Agreement or to Excluded Liabilities (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to Parent and may be controlled by Parent and will not pass to or be claimed by Acquiror, SplitCo, any Galleria Entity or any of their respective Affiliates. The Privileged Communications are the property of Parent, and from and after the Closing none of Acquiror, SplitCo, any Galleria Entity, any other member of the Acquiror Group with respect or any Person purporting to act on behalf of or through the Vishay Business Acquiror (including a Continuing Employee), SplitCo, any Galleria Entity or any other member of the MGF BusinessAcquiror Group will seek to obtain such communications, including but not limited to whether by seeking a waiver of the attorney-clientclient privilege or through other means. As to any such Privileged Communications prior to the Closing Date, work product privileges Acquiror, SplitCo, each Galleria Entity and each other member of the Acquiror Group, together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. The Privileged Communications may be used by Parent or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its the Parent Group in connection with any dispute that relates in any way to the transactions contemplated by this Agreement, including in any claim for indemnification brought by Acquiror. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, SplitCo any Galleria Entity or any of their Affiliates and a third party (other than a Party or any of their respective Affiliates) after the Closing, Acquiror may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel for Parent or the Parent Group to take action) such third party; provided, however, that neither Acquiror nor any of its Affiliates may waive such privilege without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupParent.

Privileged Matters. (a) Vishay 5.1 Safeway and VPG Blackhawk agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Blackhawk Business or the MGF Safeway Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.65. With respect to Privileged Information of VishaySafeway (as defined below), Vishay Safeway shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Blackhawk shall not knowingly take no any action (nor permit any member of its Group Subsidiaries to take any such action) without the prior written consent of Vishay Safeway that could reasonably be expected to result in any waiver of any Privilege that could be asserted by Vishay Safeway or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGBlackhawk (as defined below) arising after the IPO Date, VPG Blackhawk shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Safeway shall not knowingly take no any action (nor permit any member of its Group Subsidiaries to take any such action) without the prior written consent of VPG Blackhawk that could reasonably be expected to result in any waiver of any Privilege that could be asserted by VPG Blackhawk or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 5 shall apply to all Information (“Privileged Information”) as to which Vishay Safeway or VPG Blackhawk or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution(“Privileged Information”). Privileged Information of Vishay and its Group Safeway includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Safeway and its Group Subsidiaries (other than Information satisfying regarding the criteria of Blackhawk Business; provided that Safeway has assumed and will be liable on or after the preceding sentence relating IPO Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG Blackhawk or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Safeway (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselSafeway, regardless of whether such employee is or becomes an employee of VPG Blackhawk or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time IPO Date that refers or relates to Privileged Information of Safeway generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupIPO Date. Privileged Information of VPG and its Group Blackhawk includes but is not limited to (x) any and all VPG InformationInformation regarding the Blackhawk Business, whether or not it is in the possession of Vishay Safeway or any member of its GroupSubsidiaries; provided that Blackhawk has assumed and will be liable on or after the IPO Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution IPO Date between counsel for the MGF Blackhawk Business (including in-house counsel and former in-house counsel who are or were employees of VishaySafeway) and any Person person who, at the time of the communication, was an employee of VPGBlackhawk, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Safeway or any member of its GroupSubsidiaries (other than Blackhawk and its Subsidiaries) and (z) all Information generated, received or arising after the IPO Date that refers or relates to Privileged Information of Blackhawk generated, received or arising prior to the IPO Date.

Privileged Matters. (a) Vishay Blyth and VPG ViSalus agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay ViSalus Business or the MGF Businessbusiness of Blyth, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.61.6. With respect to Privileged Information of VishayBlyth (as defined below), Vishay Blyth shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG ViSalus shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Blyth that could result in any waiver of any Privilege that could be asserted by Vishay Blyth or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGViSalus (as defined below) arising after the IPO Date, VPG ViSalus shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Blyth shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG ViSalus that could result in any waiver of any Privilege that could be asserted by VPG ViSalus or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 1.6 shall apply to all Information (“Privileged Information”) as to which Vishay Blyth or VPG ViSalus or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution(“Privileged Information”). Privileged Information of Vishay and its Group Blyth includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Blyth and its Group Subsidiaries (other than Information satisfying regarding the criteria of ViSalus Business; provided that ViSalus has assumed and will be liable on or after the preceding sentence relating IPO Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG ViSalus or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Blyth (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselBlyth, regardless of whether such employee is or becomes an employee of VPG ViSalus or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time IPO Date that refers or relates to Privileged Information of Blyth generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupIPO Date. Privileged Information of VPG and its Group ViSalus includes but is not limited to (x) any and all VPG InformationInformation regarding the ViSalus Business, whether or not it is in the possession of Vishay Blyth or any member of its GroupSubsidiaries; provided that ViSalus has assumed and will be liable on or after the IPO Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution IPO Date between counsel for the MGF ViSalus Business (including in-house counsel and former in-house counsel who are or were employees of VishayBlyth) and any Person person who, at the time of the communication, was an employee of VPGViSalus, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Blyth or any member of its GroupSubsidiaries (other than ViSalus and its Subsidiaries) and (z) all Information generated, received or arising after the IPO Date that refers or relates to Privileged Information of ViSalus generated, received or arising after the IPO Date.

Privileged Matters. (a) Vishay Buyer acknowledges that all privileged communications in any form or format whatsoever between or among Xxxxxxx Xxxx & Xxxxxxxxx LLP and VPG agree that the Seller Parties and their respective rights and obligations Affiliates (including, prior to maintainthe Closing, preservethe Companies) (each, assert a “Group Company”) or waive any or all privileges belonging to either party or the respective members of their respective Group with respect officers, directors, employees, agents or representatives to the Vishay Business extent related to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or the MGF BusinessTransaction Agreements, including but not limited any alternative transactions to the attorney-clienttransactions contemplated by this Agreement presented to or considered by any Group Company, work product privileges or any other applicable privileges dispute arising under this Agreement or the Transaction Agreements, unless finally adjudicated to be not privileged by a court of law (individuallycollectively, a the “PrivilegePrivileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to AIC and its Affiliates (and not the Companies) and shall not pass to or be governed claimed by Buyer or the provisions of this Section 4.6Companies. With respect Accordingly, the Companies shall not, without AIC’s consent, have access to Privileged Information of Vishayany such communications, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, files of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence Xxxxxxx Xxxx & Xxxxxxxxx LLP relating to the MGF Business (“VPG Information”))its engagement, whether or not the Closing shall have occurred and Xxxxxxx Xxxx & Xxxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Information communications or files. Buyer 100 agrees that it will not, and that it will cause the Companies not to, (other than VPG Informationi) is in access or use the possession of VPG Privileged Deal Communications, (ii) seek to have the Companies or any member of its Group; and their officers, directors, employees, agents or other Representatives waive the attorney-client privilege or any other privilege, or otherwise assert that Buyer or the Companies has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (xiii) all communications subject seek to a Privilege between counsel for Vishay (obtain the Privileged Deal Communications from any Group Company, including any Person whoSeller Party, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupXxxxxxx Xxxx & Xxxxxxxxx LLP.

Privileged Matters. (a) Vishay Dell Technologies and VPG VMware agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay VMware Business or the MGF Businessbusiness of Dell Technologies, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.62.5. With respect to Privileged Information of VishayDell Technologies (as defined below), Vishay Dell Technologies shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG VMware shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Dell Technologies that could result in any waiver of any Privilege that could be asserted by Vishay Dell Technologies or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPG, VPG VMware (as defined below) VMware shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Dell Technologies shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG VMware that could result in any waiver of any Privilege that could be asserted by VPG VMware or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 2.5 shall apply to all Information (“Privileged Information”) as to which Vishay Dell Technologies or VPG VMware or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group Dell Technologies includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Dell Technologies and its Group Subsidiaries (other than Information satisfying regarding the criteria of the preceding sentence relating to the MGF Business (“VPG Information”))VMware Business;), whether or not such Information (other than VPG Information) it is in the possession of VPG VMware or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Dell Technologies (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselDell Technologies, regardless of whether such employee is or becomes an employee of VPG VMware or any member of its GroupSubsidiaries and (iii) all Information that refers or relates to Privileged Information of Dell Technologies. Privileged Information of VMware includes but is not limited to (x) any and all Information regarding the VMware Business, whether or not it is in the possession of Dell Technologies or any of its Subsidiaries; (y) all communications subject to a Privilege occurring between counsel for the VMware Business (including in-house counsel) and any Person person who, at the time of the communication, was an employee of VishayVMware, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Dell Technologies or any member of its GroupSubsidiaries (other than VMware and its Subsidiaries) and (z) all Information that refers or relates to Privileged Information of VMware.

Privileged Matters. (a) Vishay As to all communications among counsel for the Seller Group (including Xxxxx Day and VPG agree in-house counsel of the Seller Group), Seller and any other member of the Seller Group that their relate in any way to the Transactions, the Retained Businesses, any Excluded Assets to Excluded Liabilities (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Purchaser or any of its respective rights Affiliates. The Privileged Communications are the property of Seller, and obligations from and after the Closing none of Purchaser, any of its Affiliates (including after the Closing, the Purchased Entities) or Representatives, or any Person purporting to maintainact on behalf of or through Purchaser will seek to obtain such communications, preservewhether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, assert or waive Purchaser, its Affiliates (including after the Closing, the Purchased Entities), and any or all privileges belonging to either party or the respective members of their respective successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. The Privileged Communications may be used by Seller or any other member of the Seller Group (other than, including after the Closing, the Purchased Entities) in connection with respect any dispute that relates in any way to the Vishay Business or the MGF BusinessTransactions, including but not limited to in any claim for indemnification brought by Purchaser. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates and a Third-Party (other than a Party or any of their respective Affiliates) after the Closing, Purchaser may assert the attorney-clientclient privilege to prevent disclosure of confidential communications by counsel for Seller or the Seller Group to such Third-Party; provided, work product privileges or however, that neither Purchaser nor any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take actionAffiliates (including after the Closing, the Purchased Entities) may waive such privilege without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its GroupSeller.

Privileged Matters. (a) Vishay Dell Technologies and VPG Pivotal agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Pivotal Business or the MGF Dell Technologies Business, including but not limited to including, without limitation, the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.62.5. With respect to Privileged Information of VishayDell Technologies (as defined below), Vishay Dell Technologies shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Pivotal shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Dell Technologies that could result in any waiver of any Privilege that could be asserted by Vishay Dell Technologies or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGPivotal (as defined below), VPG Pivotal shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Dell Technologies shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG Pivotal that could result in any waiver of any Privilege that could be asserted by VPG Pivotal or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 2.5 shall apply to all Information (“Privileged Information”) as to which Vishay Dell Technologies or VPG Pivotal or any of their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group Dell Technologies includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Dell Technologies Business and its Group (other than Information satisfying regarding the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)Pivotal Business), whether or not such Information (other than VPG Information) it is in the possession of VPG Pivotal or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Dell Technologies or its Subsidiaries (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay Dell Technologies or its Group in the capacity of in-house counselSubsidiaries, regardless of whether such employee was, is or becomes an employee of VPG Pivotal or any member of its GroupSubsidiaries; and (iii) all Information that refers or relates to Privileged Information of Dell Technologies. Privileged Information of Pivotal includes but is not limited to (A) any and all Information regarding the Pivotal Business, whether or not it is in the possession of Dell Technologies or any of its Subsidiaries; (B) all communications subject to a Privilege occurring between counsel for Pivotal or its Subsidiaries (including in-house counsel) and any Person person who, at the time of the communication, was an employee of VishayPivotal or its Subsidiaries, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Dell Technologies or any member of its GroupSubsidiaries (other than Pivotal and its Subsidiaries); and (C) all Information that refers or relates to Privileged Information of Pivotal.

Privileged Matters. (a) Vishay Intel and VPG Mobileye agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Mobileye Business or the MGF Businessbusiness of Intel, including including, but not limited to to, the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.63.5. With respect to Privileged Information of VishayIntel (as defined below), Vishay Intel shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Mobileye shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Intel that could result in any waiver of any Privilege that could be asserted by Vishay Intel or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGMobileye (as defined below), VPG Mobileye shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Intel shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG Mobileye that could result in any waiver of any Privilege that could be asserted by VPG Mobileye or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 3.5 shall apply to all Information (“Privileged Information”) as to which Vishay Intel or VPG Mobileye or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group Intel includes but is not limited to to: (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (xi) all communications subject to a Privilege between counsel for Vishay Intel (including which is limited to outside counsel retained by Intel and in-house counsel employed by Intel at the time) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselIntel, regardless of whether such employee was, is or becomes an employee of VPG Mobileye or any member of its GroupSubsidiaries; and (ii) all information subject to a Privilege that counsel for Intel (which is limited to outside counsel retained by Intel and in-house counsel employed by Intel at the time) provided to Mobileye or any of its Subsidiaries regarding the Mobileye Business. Privileged Information of Mobileye includes but is not limited to all communications subject to a Privilege between counsel for the Mobileye Business (including in-house counsel who were Mobileye employees at the time, outside counsel retained by Mobileye, and current in-house counsel who were employees of Intel at the time the advice was given) and any Person person who, at the time of the communication, was an employee of VishayMobileye, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Intel or any member of its GroupSubsidiaries (other than Mobileye and its Subsidiaries). In the event information could be construed as both Privileged Information of Intel and Privileged Information of Mobileye, Intel retains the Privileged Information, the information shall be considered solely Privileged Information of Intel, and Mobileye will not have authority to access to such information or waive such privilege.

Privileged Matters. (a) Vishay EMC and VPG VMware agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay VMware Business or the MGF Businessbusiness of EMC, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.63.6. With respect to Privileged Information of VishayEMC (as defined below), Vishay EMC shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG VMware shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay EMC that could result in any waiver of any Privilege that could be asserted by Vishay EMC or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGVMware (as defined below) arising after the IPO Date, VPG VMware shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay EMC shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG VMware that could result in any waiver of any Privilege that could be asserted by VPG VMware or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 3.6 shall apply to all Information (“Privileged Information”) as to which Vishay EMC or VPG VMware or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay and its Group EMC includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of EMC and its Group Subsidiaries (other than Information satisfying regarding the criteria of VMware Business; provided that VMware has assumed and will be liable on or after the preceding sentence relating IPO Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG VMware or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay EMC (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselEMC, regardless of whether such employee is or becomes an employee of VPG VMware or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time IPO Date that refers or relates to Privileged Information of EMC generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupIPO Date. Privileged Information of VPG and its Group VMware includes but is not limited to (x) any and all VPG InformationInformation regarding the VMware Business, whether or not it is in the possession of Vishay EMC or any member of its GroupSubsidiaries; provided that VMware has assumed and will be liable on or after the IPO Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution IPO Date between counsel for the MGF VMware Business (including in-house counsel and former in-house counsel who are or were employees of VishayEMC) and any Person person who, at the time of the communication, was an employee of VPGVMware, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay EMC or any member of its GroupSubsidiaries (other than VMware and its Subsidiaries) and (z) all Information generated, received or arising after the IPO Date that refers or relates to Privileged Information of VMware generated, received or arising after the IPO Date.

Privileged Matters. (a) Vishay DuPont and VPG Conoco agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay Conoco Business or the MGF DuPont Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.68.6. With respect to Privileged Information of Vishaymatters relating to the DuPont Business, Vishay DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Conoco shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay DuPont that could result in any waiver of any Privilege that could be asserted by Vishay DuPont or any member of its Group Retained Subsidiary under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGmatters relating to the Conoco Business, VPG Conoco shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay DuPont shall take no action (nor permit any member of its Group the Retained Subsidiaries to take action) without the prior written consent of VPG Conoco that could result in any waiver of any Privilege that could be asserted by VPG Conoco or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 8.6 shall apply to all Information (“Privileged Information”) as to which Vishay DuPont or VPG Conoco or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution("Privileged Information"). Privileged Information of Vishay and its Group DuPont includes but is not limited to (wi) any and all Information satisfying existing prior to the criteria of the preceding sentence Separation regarding the Vishay DuPont Business and its Group (other than Information satisfying but which after the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) Restructuring is in the possession of VPG Conoco or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege occurring prior to the Separation between counsel for Vishay DuPont or any of the Retained Subsidiaries (including in-house 76 83 counsel and former in-house counsel who are Transferred Employees) and any Person person who, at the time of the communication, was an employee of Vishay DuPont or its Group in any of the capacity of in-house counselRetained Subsidiaries, regardless of whether such employee is or becomes an employee of VPG Conoco or any member of its GroupSubsidiaries; and (iii) and any Person whoall Information generated, at received or arising after the time of Effective Date that refers or relates to Privileged Information generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupEffective Date. Privileged Information of VPG and its Group Conoco includes but is not limited to (xi) any and all VPG Information, whether or not it Information generated prior to the Separation regarding the Conoco Business but which after the Restructuring is in the possession of Vishay DuPont or any member of its Groupthe Retained Subsidiaries; and (yii) all communications subject to a Privilege occurring after prior to the Distribution Separation between counsel for the MGF Business Conoco or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of VishayDuPont or the Retained Subsidiaries) and any Person person who, at the time of the communication, was an employee of VPG, Conoco or any member of its Group or the MGF Business Subsidiaries, regardless of whether such employee was, is or becomes an employee of Vishay DuPont or any member of its Groupthe Retained Subsidiaries; and (iii) all Information generated, received or arising after the Effective Date that refers or relates to Privileged Information generated, received or arising prior to the Effective Date.

Privileged Matters. (a) Vishay Sxxx Xxx and VPG HBI agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Branded Apparel Business or the MGF Sxxx Xxx Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.65.4. With respect to Privileged Information (as defined below) of VishaySxxx Xxx, Vishay Sxxx Xxx shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG HBI shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay Sxxx Xxx that could result in any waiver of any Privilege that could be asserted by Vishay Sxxx Xxx or any member of its Group under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGHBI arising after the Separation, VPG HBI shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Sxxx Xxx shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG HBI that could result in any waiver of any Privilege that could be asserted by VPG HBI or any member of its Group under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 5.4 shall apply to all Information (“Privileged Information”) as to which Vishay Sxxx Xxx or VPG HBI or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and or the DistributionDistribution (“Privileged Information”). Privileged Information of Vishay Sxxx Xxx and its Group includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Sxxx Xxx Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Branded Apparel Business (“VPG Branded Apparel Information”)), whether or not such Information (other than VPG Branded Apparel Information) is in the possession of VPG HBI or any member of its Group; and (xii) all communications subject to a Privilege between counsel for Vishay Sxxx Xxx (including any Person person who, at the time of the communication, was an employee of Vishay Sxxx Xxx or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG HBI or any member of its Group) and any Person person who, at the time of the communication, was an employee of VishaySxxx Xxx, regardless of whether such employee is or becomes an employee of VPG HBI or any member of its GroupGroup and (iii) all Information generated, received or arising after the Separation Date that refers or relates to Privileged Information of Sxxx Xxx or its Group generated, received or arising prior to the Separation Date. Privileged Information of VPG HBI and its Group includes but is not limited to (x) any and all VPG Branded Apparel Information, whether or not it is in the possession of Vishay Sxxx Xxx or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution Separation between counsel for the MGF Branded Apparel Business (including in-house counsel and former in-house counsel who are employees of VishaySxxx Xxx) and any Person person who, at the time of the communication, was an employee of VPGHBI, any member of its Group or the MGF Branded Apparel Business regardless of whether such employee was, is or becomes an employee of Vishay Sxxx Xxx or any member of its GroupSubsidiaries and (z) all Information generated, received or arising after the Separation Date that refers or relates to Privileged Information of HBI or its Group generated, received or arising after the Separation Date.

Privileged Matters. (a) Vishay DuPont and VPG Buyer agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay Transferred Business or and the MGF Retained Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall ---------- be governed by the provisions of this Section 4.65.16. With respect to Privileged Information of Vishaymatters relating to the Retained Business or to the Sale Process, Vishay DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall Buyer and its Affiliates (including the Transferred Business Companies) shall, to their knowledge, take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay DuPont that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group DuPont under Applicable applicable Law and this Agreement. With respect to Privileged Information of VPGmatters relating to the Transferred Business (except as provided in the preceding sentence), VPG after the Closing, Buyer shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall DuPont and its Affiliates shall, to their knowledge, take no action (nor permit any member of its Group to take action) after the Closing without the prior written consent of VPG Buyer that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group Buyer under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 5.16 shall apply to all Information (“Privileged Information”) as to which Vishay DuPont, Buyer, or VPG or their respective Groups the Transferred Business Companies would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distributionas provided above ("Privileged Information"). Privileged Information of Vishay and its Group DuPont includes but ---------------------- is not limited to (wi) any all Information regarding the Retained Business and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence DuPont relating to the MGF Business (“VPG Information”))Sale Process, whether or not such Information (other than VPG Information) but which after the Closing is in the possession of VPG Buyer or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay Subsidiaries (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to Transferred Business Companies); (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (yii) all communications subject to a Privilege occurring after prior to the Distribution Closing between counsel for DuPont or any of the MGF Business Retained Subsidiaries (including in-house counsel and former in-house counsel who are employees of VishayTransferred Employees) and any Person person who, at the time of the communication, was an employee of VPGDuPont or any of the Retained Subsidiaries, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Buyer or any member of its GroupSubsidiaries (including the Transferred Business Companies); and (iii) all Information generated, received or arising after the Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Closing Date. Privileged Information of Buyer includes but is not limited to (i) any and all Information generated prior to the Closing regarding the Transferred Business but which after the Closing is in the possession of DuPont or any of the Retained Subsidiaries (excluding Information of DuPont or its Subsidiaries relating to the Sale Process); (ii) all communications subject to a Privilege occurring prior to the Closing (excluding communications relating to the Sale Process generated by DuPont or its Representatives) between counsel for the Transferred Business Companies (including in-house counsel and former in-house counsel who were employees of DuPont or the Retained Subsidiaries) and any person who, at the time of the communication, was an employee of any of the Transferred Business Companies, regardless of whether such employee is or becomes an employee of DuPont or any of the Retained Subsidiaries; and (iii) all Information generated, received or arising after the Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Closing Date.

Privileged Matters. (a) Vishay DuPont and VPG Buyer agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay Transferred Business or and the MGF Retained Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"PRIVILEGES"), shall be governed by the provisions of this Section 4.65.16. With respect to Privileged Information of Vishaymatters relating to the Retained Business or to the Sale Process, Vishay DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall Buyer and its Affiliates (including the Transferred Business Companies) shall, to their knowledge, take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay DuPont that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group DuPont under Applicable applicable Law and this Agreement. With respect to Privileged Information of VPGmatters relating to the Transferred Business (except as provided in the preceding sentence), VPG after the Closing, Buyer shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall DuPont and its Affiliates shall, to their knowledge, take no action (nor permit any member of its Group to take action) after the Closing without the prior written consent of VPG Buyer that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group Buyer under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 5.16 shall apply to all Information (“Privileged Information”) as to which Vishay DuPont, Buyer, or VPG or their respective Groups the Transferred Business Companies would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distributionas provided above ("PRIVILEGED INFORMATION"). Privileged Information of Vishay and its Group DuPont includes but is not limited to (wi) any all Information regarding the Retained Business and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence DuPont relating to the MGF Business (“VPG Information”))Sale Process, whether or not such Information (other than VPG Information) but which after the Closing is in the possession of VPG Buyer or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay Subsidiaries (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to Transferred Business Companies); (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (yii) all communications subject to a Privilege occurring after prior to the Distribution Closing between counsel for DuPont or any of the MGF Business Retained Subsidiaries (including in-house counsel and former in-house counsel who are employees of VishayTransferred Employees) and any Person person who, at the time of the communication, was an employee of VPGDuPont or any of the Retained Subsidiaries, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Buyer or any member of its GroupSubsidiaries (including the Transferred Business Companies); and (iii) all Information generated, received or arising after the Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Closing Date. Privileged Information of Buyer includes but is not limited to (i) any and all Information generated prior to the Closing regarding the Transferred Business but which after the Closing is in the possession of DuPont or any of the Retained Subsidiaries (excluding Information of DuPont or its Subsidiaries relating to the Sale Process); (ii) all communications subject to a Privilege occurring prior to the Closing (excluding communications relating to the Sale Process generated by DuPont or its Representatives) between counsel for the Transferred Business Companies (including in-house counsel and former in-house counsel who were employees of DuPont or the Retained Subsidiaries) and any person who, at the time of the communication, was an employee of any of the Transferred Business Companies, regardless of whether such employee is or becomes an employee of DuPont or any of the Retained Subsidiaries; and (iii) all Information generated, received or arising after the Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Closing Date.

Privileged Matters. (a) Vishay ASD and VPG Buyers agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay B&K Business or and the MGF BusinessExcluded Businesses, including but not limited to including, without limitation, the attorney-client, attorney client and work product privileges or any other applicable privileges (individuallycollectively, a “PrivilegePrivileges”), shall be governed by the provisions of this Section 4.67.22. With respect to Privileged Information of Vishaymatters relating to the Excluded Businesses, Vishay the Specified ASD Actions or Retained Liabilities, ASD shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Buyers and their Affiliates (including the B&K Companies and their Subsidiaries) shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay ASD that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group ASD under Applicable applicable Law and this Agreement. With respect to Privileged Information of VPGmatters relating to the B&K Business (except as provided in the preceding sentence), VPG after the Closing, Buyers shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay ASD and its Affiliates shall take no action (nor permit any member of its Group to take action) after the Closing without the prior written consent of VPG Buyers that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group Buyers under Applicable applicable Law and this Agreement. The rights and obligations created by this Section 4.6 7.22 shall apply to all Information (“Privileged Information”) as to which Vishay ASD or VPG or the B&K Companies and their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business transactions contemplated hereby (“VPG Privileged Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its Group. Privileged Information of VPG and its Group includes but is not limited to (x) any and all VPG Information, whether or not it is in the possession of Vishay or any member of its Group; and (y) all communications subject to a Privilege occurring after the Distribution between counsel for the MGF Business (including in-house counsel and former in-house counsel who are employees of Vishay) and any Person who, at the time of the communication, was an employee of VPG, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay or any member of its Group.

Privileged Matters. (a) Vishay Xxxx Xxx and VPG Coach agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party corporation or the respective members of their respective Group Subsidiaries with respect to the Vishay Coach Business or the MGF Businessbusiness of Xxxx Xxx, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of VishayXxxx Xxx (as defined below), Vishay Xxxx Xxx shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Coach shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay Xxxx Xxx that could result in any waiver of any Privilege that could be asserted by Vishay Xxxx Xxx or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGCoach arising after the Separation, VPG Coach shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay Xxxx Xxx shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of VPG Coach that could result in any waiver of any Privilege that could be asserted by VPG Coach or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay Xxxx Xxx or VPG Coach or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution("Privileged Information"). Privileged Information of Vishay and its Group Xxxx Xxx includes but is not limited to (wi) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business business of Xxxx Xxx and its Group Subsidiaries (other than Information satisfying the criteria of Coach Business; PROVIDED that Coach has assumed and will be liable on or after the preceding sentence relating Separation Date for any liability or claim arising with respect to the MGF Business (“VPG such Information”)), whether or not such Information (other than VPG Information) it is in the possession of VPG Coach or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege between counsel for Vishay Xxxx Xxx (including in-house counsel) and any Person person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counselXxxx Xxx, regardless of whether such employee is or becomes an employee of VPG Coach or any member of its GroupSubsidiaries and (iii) and any Person whoall Information generated, at received or arising after the time Separation Date that refers or relates to Privileged Information of Xxxx Xxx generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupSeparation Date. Privileged Information of VPG and its Group Coach includes but is not limited to (x) any and all VPG InformationInformation regarding the Coach Business, whether or not it is in the possession of Vishay Xxxx Xxx or any member of its GroupSubsidiaries; PROVIDED that Coach has assumed and will be liable on or after the Separation Date for any liability or claim arising with respect to such Information; (y) all communications subject to a Privilege occurring after the Distribution Separation between counsel for the MGF Coach Business (including in-house counsel and former in-house counsel who are employees of VishayXxxx Xxx) and any Person person who, at the time of the communication, was an employee of VPGCoach, any member of its Group or the MGF Business regardless of whether such employee was, is or becomes an employee of Vishay Xxxx Xxx or any member of its GroupSubsidiaries and (z) all Information generated, received or arising after the Separation Date that refers or relates to Privileged Information of Coach generated, received or arising after the Separation Date.

Privileged Matters. (a) Vishay DuPont and VPG Conoco agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group corporation with respect to the Vishay Conoco Business or the MGF DuPont Business, including but not limited to the attorney-client, client and work product privileges or any other applicable privileges (individuallycollectively, a “Privilege”"Privileges"), shall be governed by the provisions of this Section 4.68.6. With respect to Privileged Information of Vishaymatters relating to the DuPont Business, Vishay DuPont shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG Conoco shall take no action (nor permit any member of its Group Subsidiaries to take action) without the prior written consent of Vishay DuPont that could result in any waiver of any Privilege that could be asserted by Vishay DuPont or any member of its Group Retained Subsidiary under Applicable Law applicable law and this Agreement. With respect to Privileged Information of VPGmatters relating to the Conoco Business, VPG Conoco shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay DuPont shall take no action (nor permit any member of its Group the Retained Subsidiaries to take action) without the prior written consent of VPG Conoco that could result in any waiver of any Privilege that could be asserted by VPG Conoco or any member of its Group Subsidiaries under Applicable Law applicable law and this Agreement. The rights and obligations created by this Section 4.6 8.6 shall apply to all Information (“Privileged Information”) as to which Vishay DuPont or VPG Conoco or their respective Groups Subsidiaries would be entitled to assert or have has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution("Privileged Information"). Privileged Information of Vishay and its Group DuPont includes but is not limited to (wi) any and all Information satisfying existing prior to the criteria of the preceding sentence Separation regarding the Vishay DuPont Business and its Group (other than Information satisfying but which after the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) Restructuring is in the possession of VPG Conoco or any member of its GroupSubsidiaries; and (xii) all communications subject to a Privilege occurring prior to the Separation between counsel for Vishay DuPont or any of the Retained Subsidiaries (including in-house counsel and former in-house counsel who are Transferred Employees) and any Person person who, at the time of the communication, was an employee of Vishay DuPont or its Group in any of the capacity of in-house counselRetained Subsidiaries, regardless of whether such employee is or becomes an employee of VPG Conoco or any member of its GroupSubsidiaries; and (iii) and any Person whoall Information generated, at received or arising after the time of Effective Date that refers or relates to Privileged Information generated, received or arising prior to the communication, was an employee of Vishay, regardless of whether such employee is or becomes an employee of VPG or any member of its GroupEffective Date. Privileged Information of VPG and its Group Conoco includes but is not limited to (xi) any and all VPG Information, whether or not it Information generated prior to the Separation regarding the Conoco Business but which after the Restructuring is in the possession of Vishay DuPont or any member of its Groupthe Retained Subsidiaries; and (yii) all communications subject to a Privilege occurring after prior to the Distribution Separation between counsel for the MGF Business Conoco or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of VishayDuPont or the Retained Subsidiaries) and any Person person who, at the time of the communication, was an employee of VPG, Conoco or any member of its Group or the MGF Business Subsidiaries, regardless of whether such employee was, is or becomes an employee of Vishay DuPont or any member of its Group.the Retained Subsidiaries; and (iii) all Information