Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law Firms, on the one hand, and ▇▇▇▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ GE Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ GE and the other members of the ▇▇▇▇▇▇▇ GE Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ GE Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ GE Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ GE Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries by the ▇▇▇▇▇▇▇ GE Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ GE Group prior to and after the Closing by the ▇▇▇▇▇▇▇ GE Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ GE Law Firms and any ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ GE Law Firms, on the one hand, and ▇▇▇▇▇▇▇GE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to be not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ ParentGE, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ GE Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ GE Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ GE Law Firms, ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ Parent GE and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ GE Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ParentGE. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent GE in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent GE can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of the Conflicts Committee and any member of the Company Group (including BHI) and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a7.11(a) (the “▇▇▇▇▇▇▇ Impax Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, Transactions to the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Company Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representationany prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, the Company Amneal Group hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries Impax or any of its Affiliates by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Impax Law Firms. As to any privileged attorney-client communications, or communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior claimed to the Closing (collectivelybe privileged, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Impax Law Firms, on the one hand, and ▇▇▇▇▇▇▇Impax, the Company, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions, Transactions or any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentImpax, the Company or any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law Documents (collectively, the “Privileged Deal Impax Communications”), shall remain privileged Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to ▇▇▇▇▇▇▇ Parentmaterial breach), shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to absent an express waiver or be claimed consent by the Company pertinent member or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member a final determination by a court of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert law that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firmscommunication is not privileged. (cb) The Company further Each of the Parties agrees, on its own behalf of itself and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other members Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company GroupGroup hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, that all or communications claimed to be privileged, in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Amneal Law Firms, ▇▇▇▇▇▇▇ Parenton the one hand, and Amneal Pharmaceuticals LLC, any other member of the ▇▇▇▇▇▇▇ its Affiliates (including any Amneal Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesMember), or any of their respective directors, officers, employees or other Affiliates or Representatives representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions, Transactions or any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, Amneal or any other member of the ▇▇▇▇▇▇▇ Amneal Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesMember, or (ii) any dispute arising under this Agreement and that are not Privileged Deal Communications or the other Transaction Documents (collectively, the “Non-Privileged Deal Amneal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parent, together with any other member of the ▇▇▇▇▇▇▇ Group or their respective its Affiliates, successors or assigns, agrees that it and they may not use or rely on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure any of the Privileged Deal Amneal Communications to such third party; provided that to the extent such dispute relates to this Agreement, in any action against or involving any of the other Transaction Documents Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the Transactions, none pertinent member or members of the Company or any other member of the Company Amneal Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion final determination by a court of law that the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewithcommunication is not privileged. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties acknowledges and agrees that each of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇▇”) and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP (“Squire”) has acted as counsel to Seller and its affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In that capacity, each of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”). (b) In connection with the foregoing, Purchaser consents and agrees to ▇▇▇▇▇▇▇▇▇ and Squire representing Seller and its affiliates after the Closing, including with respect to disputes in which the interests of Seller and its affiliates may be directly adverse to the interests of Purchaser and its affiliates, and even though ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by ▇▇▇▇▇▇▇▇▇, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained in connection with the representations described in Section 5.17(a). (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) ▇▇▇▇▇▇▇▇▇’▇ and ▇▇▇▇▇▇’▇ prior representation of the Company and (ii) ▇▇▇▇▇▇▇▇▇’▇ and Squire’s representation of Seller and its affiliates prior to and after the Closing. (d) Subject to Section 5.17(e), Purchaser, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the Closing by (A) Seller or its affiliates without the prior written consent of Purchaser or the Company or (B) by the Company, Purchaser or any of their respective affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) Purchaser acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Groupaffiliates, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law Firms, on the one hand, and ▇▇▇▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be deemed to be retained, owned and controlled collectively by ▇▇▇▇▇▇▇ Parent, Seller and shall not pass to or be claimed by Purchaser or, following the Company or any other member of Closing, the Company GroupCompany, even if such Deal Communications are in the Company’s possession. The Company agrees All Deal Communications that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek are subject to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of attorney work product privilege shall remain privileged after the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or Closing (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong with the privilege belonging solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent Seller and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ GroupPurchaser. (df) Notwithstanding the foregoing, in In the event that a dispute arises between the Purchaser or Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ ParentThird Party, any other member of the ▇▇▇▇▇▇▇ Group or their respective AffiliatesPurchaser and Company shall, on the other handat Seller’s sole cost and expense, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided Third Party. In the event that to the extent such dispute relates to this AgreementPurchaser is asked by any Third Party, the other Transaction Documents or the Transactionsfor example in connection with a Proceeding, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion any of the Privileged Deal Communications, then the Company Purchaser shall promptly immediately (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent Seller in writing (including by making specific reference to this Section 7.10(d5.17(f)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company ). Purchaser further agrees to use commercially reasonable efforts to assist therewithSeller, at Seller’s sole cost and expense, in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Party. (eg) This Section 7.10 shall apply mutatis mutandis with respect Prior to the representation by Closing, Seller, the law firms listed on Schedule 7.10(e) Company, Company Subsidiary or any of any member their respective affiliates or Representatives shall take action to remove from the premises of the Company Group and (or any successors thereofoffsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (a) Each of the Parties parties hereby agrees, on its own behalf and on behalf of its directors, officers, employees stockholders, employees, agents and Affiliates, that the law firms listed on Schedule 7.10(a) Polsinelli PC (the “▇▇▇▇▇▇▇ Law FirmsCounsel”) may serve as counsel to ▇▇▇▇▇▇▇ the Stockholders, Stockholder Representative, and their Affiliates (individually and collectively, the other members of the ▇▇▇▇▇▇▇ “Seller Group”), on the one hand, and the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents Agreement, and the consummation of the Transactionstransactions contemplated hereby, and that, following consummation of the Transactionstransactions contemplated hereby, the ▇▇▇▇▇▇▇ Law Firms Counsel (or any successor) may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group Seller Group, or any director, officer, stockholder, manager, member, partner, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents Agreement or the Transactions transactions contemplated by this Agreement notwithstanding such representation. In connection with any representation of the Company expressly permitted pursuant to the prior sentence, the Company Parent and Merger Sub hereby irrevocably waives waive and agrees agree not to assert, and agrees agree to cause the other members of the Company Group Surviving Corporation and their Affiliates to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) Counsel’s prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Law FirmsCompany, and (ii) Counsel’s representation of any member of the ▇▇▇▇▇▇▇ Seller Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Law FirmsClosing. As to any privileged attorney-client communications between Counsel and the ▇▇▇▇▇▇▇ Law Firms Seller Group, Counsel and any ▇▇▇▇▇▇▇ Contributed Subsidiary the Company, or between Counsel and the Company’s Affiliates prior to the Closing (collectively, the “Privileged Communications”), Parent, Merger Sub and the CompanySurviving Corporation, together with any of its their respective Affiliates, subsidiaries, successors or assigns, agrees agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties parties after the Closing. (b) The Company P▇▇▇▇▇ and Merger Sub further agreesagree on their behalf and, after the Closing, on behalf of itself the Surviving Corporation, and on behalf any of the other members of the Company Grouptheir respective Affiliates, subsidiaries, successors or assigns, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law FirmsCounsel, on the one hand, and ▇▇▇▇▇▇▇the Company, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesSeller Group, or any of their respective directors, officers, stockholders, employees or other representativesagents, representatives or Affiliates, on the other hand, that relate in any way to the negotiation, documentation and consummation of the Transactionstransactions contemplated by this Agreement, any alternative transactions to the Transactions transactions contemplated by this Agreement presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group Company or the ▇▇▇▇▇▇▇ Contributed SubsidiariesSeller Group, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ ParentSeller Group, shall be controlled by ▇▇▇▇▇▇▇ Parent, Seller Group and shall not pass to or be claimed by P▇▇▇▇▇, Merger Sub, the Company Surviving Corporation, or any other member of the Company Grouptheir respective Affiliates, subsidiaries, successors or assigns. The Company agrees Parent and M▇▇▇▇▇ Sub agree that it they will not, and that it they will cause the other members of the Company Group Surviving Corporation, and their respective Affiliates, subsidiaries, successors or assigns, not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Seller Group waive the attorney-attorney client privilege or any other privilege, or otherwise assert that Parent, Merger Sub, the Company Surviving Corporation, or any other member of the Company Group their respective Affiliates, subsidiaries, successors or assigns, has the right to waive the attorney-attorney client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Non- Privileged Deal Communications from Seller Group or Counsel. (as defined belowc) from any member of the ▇▇P▇▇▇▇▇ Group or and Merger Sub further agree, on their behalf and, after the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agreesClosing, on behalf of itself the Surviving Corporation, and on behalf any of the other members of the Company Grouptheir respective Affiliates, subsidiaries, successors or assigns, that all communications in any form or format whatsoever between or among any of Counsel, the ▇▇▇▇▇▇▇ Law FirmsCompany, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesSeller Group, or any of their respective directors, officers, stockholders, employees or other agents, representatives or Affiliates or Representatives that relate in any way to the negotiation, documentation and consummation of the Transactionstransactions contemplated by this Agreement, any alternative transactions to the Transactions transactions contemplated by this Agreement presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group Company or the ▇▇▇▇▇▇▇ Contributed SubsidiariesSeller Group, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Non- Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ ParentSeller Group, shall be controlled by ▇▇▇▇▇▇▇ Parent Seller Group and ownership thereof shall not pass to or be claimed by Parent, Merger Sub, the Company Surviving Corporation, or any other member of the ▇▇▇▇▇▇▇ Grouptheir respective Affiliates, subsidiaries, successors or assigns. (d) Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub, the Company Surviving Corporation, or any other member of the Company Grouptheir respective Affiliates, subsidiaries, successors or assigns, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or their respective AffiliatesSeller Group, on the other hand, then Parent, Merger Sub, the Company or such other member of the Company Group Surviving Corporation, and their respective Affiliates, subsidiaries, successors and assigns, may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates in any way to this Agreement, the other Transaction Documents Agreement or the Transactionstransactions contemplated hereby, none of Parent, Merger Sub, the Company Surviving Corporation, nor their respective Affiliates, subsidiaries, successors or any other member of the Company Group assigns, may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ParentStockholder Representative. If Parent, Merger Sub, the Company Surviving Corporation or any other member of the Company Group their respective Affiliates, subsidiaries, successors or assigns, is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company Parent shall promptly immediately (and, in any event, within three five (35) Business Days) notify ▇▇▇▇▇▇▇ Parent Stockholder Representative in writing (including by making specific reference to this Section 7.10(d)11.16) so that ▇▇▇▇▇▇▇ Parent can, Seller Group can seek at its Seller Group’s sole cost and expense, seek a protective order, and Parent, Merger Sub, the Company agrees Surviving Corporation or any of their respective Affiliates, subsidiaries, successors or assigns, agree to use all commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Emerson Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ Emerson and the other members of the ▇E▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Emerson Law Firms may serve as counsel to any member of the ▇E▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇E▇▇▇▇▇▇ Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Emerson Law Firms, and (ii) representation of any member of the ▇E▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Emerson Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Emerson Law Firms and any ▇▇▇▇▇▇▇ Emerson Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Emerson Law Firms, on the one hand, and ▇▇▇▇▇▇▇Emerson, any other member of the ▇E▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇E▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Emerson Parent, shall be controlled by ▇▇▇▇▇▇▇ Emerson Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇E▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇E▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Emerson Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Emerson Law Firms, ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇E▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Emerson Parent, shall be controlled by ▇▇▇▇▇▇▇ Emerson Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Emerson Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Emerson Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Emerson Parent in writing (including by making specific reference to this Section ‎Section 7.10(d)) so that ▇▇▇▇▇▇▇ Emerson Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section ‎Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Ivory Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ Ivory and the other members of the ▇▇▇▇▇▇▇ Ivory Group, on the one hand, and any member of the ▇▇▇▇▇▇▇ Contributed SubsidiariesBluefin Group (as defined in the Merger Agreement), on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Ivory Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Ivory Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Ivory Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert assert, any conflict of interest arising from or in connection with (i) prior representation of any member of the ▇▇▇▇▇▇▇ Contributed Subsidiaries Bluefin Group by the ▇▇▇▇▇▇▇ Ivory Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Ivory Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Ivory Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Ivory Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary member of the Bluefin Group prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any on behalf of itself and each of its Affiliates, successors or and assigns, including each member of the Company Group, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties or their respective Affiliates after the Closing. (b) The Company further agrees, on behalf of itself and on behalf each of the other members its Affiliates, successors and assigns, including each member of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Ivory Law Firms, on the one hand, and ▇▇▇▇▇▇▇Ivory Parent, any other member of the ▇▇▇▇▇▇▇ Ivory Group or any member of the ▇▇▇▇▇▇▇ Contributed SubsidiariesBluefin Group, or any of their respective directors, officers, employees Affiliates or other representativesits or their respective Representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇ ▇▇▇ Parent▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Ivory Group or any member of the ▇▇▇▇▇▇▇ Contributed SubsidiariesBluefin Group, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Ivory Parent, shall be controlled by ▇▇▇▇▇▇▇ Ivory Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Ivory Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Ivory Group or the ▇▇▇▇▇▇▇ Ivory Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Ivory Law Firms, ▇▇▇▇▇▇▇ Ivory Parent, any other member of the ▇▇▇▇▇▇▇ Ivory Group or any member of the ▇▇▇▇▇▇▇ Contributed SubsidiariesBluefin Group, or any of their respective directors, officers, employees or other Affiliates or Representatives its or their respective Representatives, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇ ▇▇▇ Parent▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Ivory Group or any member of the ▇▇▇▇▇▇▇ Contributed SubsidiariesBluefin Group, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Ivory Parent, shall be controlled by ▇▇▇▇▇▇▇ Ivory Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Company Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Ivory Parent, any other member of the ▇▇▇▇▇▇▇ Ivory Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Ivory Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Ivory Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Ivory Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) Shearman & Sterling LLP (the “▇▇▇▇▇▇▇ Stockholder Law FirmsFirm”) may serve as counsel to ▇▇▇▇▇▇▇ the Stockholder and the other members of the ▇▇▇▇▇▇▇ Stockholder Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed SubsidiariesSubsidiaries of the Stockholder, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Stockholder Law Firms Firm may serve as counsel to any member of the ▇▇▇▇▇▇▇ Stockholder Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Public Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Public Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries of the Stockholder by the ▇▇▇▇▇▇▇ Stockholder Law FirmsFirm, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Stockholder Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Stockholder Law FirmsFirm. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Stockholder Law Firms Firm and any ▇▇▇▇▇▇▇ Contributed Subsidiary of Stockholder’s Subsidiaries prior to the Closing (collectively, the “Privileged Communications”), the Public Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Public Company further agrees, on behalf of itself and on behalf of the other members of the Public Company Group, that all privileged communications in any form or format whatsoever between or among by the ▇▇▇▇▇▇▇ Stockholder Law FirmsFirm, on the one hand, and ▇▇▇▇▇▇▇the Stockholder, any other member of the ▇▇▇▇▇▇▇ Stockholder Group or the ▇▇▇▇▇▇▇ Contributed Stockholder’s Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parentthe Stockholder, any other member of the ▇▇▇▇▇▇▇ Stockholder Group or the ▇▇▇▇▇▇▇ Contributed Stockholder’s Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to be not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parentthe Stockholder, shall be controlled by ▇▇▇▇▇▇▇ Parentthe Stockholder, and shall not pass to or be claimed by the Public Company or any other member of the Public Company Group. The Public Company agrees that it will not, and that it will cause the other members of the Public Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Stockholder Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Public Company or any other member of the Public Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Stockholder Group or the ▇▇▇▇▇▇▇ Stockholder Law FirmsFirm. (c) The Public Company further agrees, on behalf of itself and on behalf of the other members of the Public Company Group, that all communications in any form or format whatsoever between or among any of by the ▇▇▇▇▇▇▇ Stockholder Law FirmsFirm, ▇▇▇▇▇▇▇ ParentStockholder, any other member of the ▇▇▇▇▇▇▇ Stockholder Group or the ▇▇▇▇▇▇▇ Contributed Stockholder’s Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parentthe Stockholder, any other member of the ▇▇▇▇▇▇▇ Stockholder Group or the ▇▇▇▇▇▇▇ Contributed Stockholder’s Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parentthe Stockholder, shall be controlled by ▇▇▇▇▇▇▇ Parent the Stockholder and ownership thereof shall not pass to or be claimed by the Public Company or any other member of the ▇▇▇▇▇▇▇ Public Company Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Public Company or any other member of the Public Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parentthe Stockholder, any other member of the ▇▇▇▇▇▇▇ Stockholder Group or their respective Affiliates, on the other hand, then the Public Company or such other member of the Public Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Public Company or any other member of the Public Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parentthe Stockholder. If the Public Company or any other member of the Public Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Public Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent the Stockholder in writing (including by making specific reference to this Section 7.10(d7.15(d)) so that ▇▇▇▇▇▇▇ Parent the Stockholder can, at its sole cost and expense, seek a protective order, and the Public Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 7.15 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) Jenner & Block LLP of Public Company and any member of the Public Company Group and any successors thereof.. [Signature Page Follows]

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a7.11(a) (the “▇▇▇▇▇▇▇ Impax Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, Transactions to the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Company Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representationany prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, the Company Amneal Group hereby irrevocably waives and agrees not to assert, and agrees to cause the other members Table of the Company Group to irrevocably waive and not to Contents assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries Impax or any of its Affiliates by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Impax Law Firms. As to any privileged attorney-client communications, or communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior claimed to the Closing (collectivelybe privileged, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Impax Law Firms, on the one hand, and ▇▇▇▇▇▇▇Impax, the Company, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions, Transactions or any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentImpax, the Company or any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law Documents (collectively, the “Privileged Deal Impax Communications”), shall remain privileged Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to ▇▇▇▇▇▇▇ Parentmaterial breach), shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to absent an express waiver or be claimed consent by the Company pertinent member or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member a final determination by a court of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert law that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firmscommunication is not privileged. (cb) The Company further Each of the Parties agrees, on its own behalf of itself and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other members Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company GroupGroup hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, that all or communications claimed to be privileged, in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Amneal Law Firms, ▇▇▇▇▇▇▇ Parenton the one hand, and Amneal Pharmaceuticals LLC, any other member of the ▇▇▇▇▇▇▇ its Affiliates (including any Amneal Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesMember), or any of their respective directors, officers, employees or other Affiliates or Representatives representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions, Transactions or any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, Amneal or any other member of the ▇▇▇▇▇▇▇ Amneal Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesMember, or (ii) any dispute arising under this Agreement and that are not Privileged Deal Communications or the other Transaction Documents (collectively, the “Non-Privileged Deal Amneal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parent, together with any other member of the ▇▇▇▇▇▇▇ Group or their respective its Affiliates, successors or assigns, agrees that it and they may not use or rely on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure any of the Privileged Deal Amneal Communications to such third party; provided that to the extent such dispute relates to this Agreement, in any action against or involving any of the other Transaction Documents Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the Transactions, none pertinent member or members of the Company or any other member of the Company Amneal Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion final determination by a court of law that the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewithcommunication is not privileged. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Emerson Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ Emerson and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Emerson Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Emerson Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Emerson Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Emerson Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Emerson Law Firms and any ▇▇▇▇▇▇▇ Emerson Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law Firms, on the one hand, and ▇▇▇▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Emerson Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ Emerson and the other members of the ▇▇▇▇▇▇▇ Emerson Group, on the one hand, and the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Emerson Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Emerson Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Emerson Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Emerson Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Emerson Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Emerson Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Emerson Law Firms and any ▇▇▇▇▇▇▇ Emerson Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Emerson Law Firms, on the one hand, and ▇▇▇▇▇▇▇Emerson, any other member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Emerson Parent, shall be controlled by ▇▇▇▇▇▇▇ Emerson Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Emerson Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Emerson Law Firms, ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or the ▇▇▇▇▇▇▇ Emerson Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Emerson Parent, shall be controlled by ▇▇▇▇▇▇▇ Emerson Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Emerson Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Emerson Parent, any other member of the ▇▇▇▇▇▇▇ Emerson Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Emerson Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Emerson Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Emerson Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ GE Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ GE and the other members of the ▇▇▇▇▇▇▇ GE Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ GE Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ GE Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ GE Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries by the ▇▇▇▇▇▇▇ GE Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ GE Group prior to and after the Closing by the ▇▇▇▇▇▇▇ GE Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ GE Law Firms and any ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ GE Law Firms, on the one hand, and ▇▇▇▇▇▇▇GE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to be not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ ParentGE, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ GE Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ GE Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ GE Law Firms, ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ Parent GE and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ GE Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ParentGE. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent GE in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent GE can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of the Conflicts Committee and any member of the Company Group (including BHI) and any successors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a7.11(a) (the “▇▇▇▇▇▇▇ Impax Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, Transactions to the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Company Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representationany prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, the Company Amneal Group hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries Impax or any of its Affiliates by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Impax Law Firms. As to any privileged attorney-client communications, or communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior claimed to the Closing (collectivelybe privileged, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Impax Law Firms, on the one hand, and ▇▇▇▇▇▇▇Impax, the Company, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed SubsidiariesCompany Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions, Transactions or any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentImpax, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the one hand, and a third party Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than ▇▇▇▇▇▇▇ Parentin connection with any claim of fraud or any willful and material breach), any other absent an express waiver or consent by the pertinent member of the ▇▇▇▇▇▇▇ Group or their respective Affiliates, on the other hand, then the Company or such other member members of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion final determination by a court of law that the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent in writing (including by making specific reference to this Section 7.10(d)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewithcommunication is not privileged. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the Company Group and any successors thereof.

Privileged Matters. (a) Each of the Parties acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Deal Counsel”) has acted as counsel to the Company and its Affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement. In that capacity, the Deal Counsel has engaged or may engage in communications with (i) other counsel to the Company, (ii) the Sellers and their Affiliates, and (iii) advisors and consultants to any of the foregoing that relate to the negotiation, documentation and consummation of the transactions contemplated by this Agreement (“Deal Communications”). (b) Buyer consents and agrees to the Deal Counsel representing any or all of the Sellers and their Affiliates after the Closing, including with respect to disputes in which the interests of the Sellers and their Affiliates may be directly adverse to the interests of Buyer and its Affiliates, and even though the Deal Counsel may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Sellers and their Affiliates. Buyer further consents and agrees to the use by the Deal Counsel and the Sellers and their Affiliates in connection with any such representation of any information known or obtained in connection with the representation described in Section 6.16(a) above. (c) In connection with the foregoing, Buyer irrevocably waives any conflict of interest arising from or in connection with (i) the Deal Counsel’s prior representation of the Company and (ii) the Deal Counsel’s representation of the Sellers and their Affiliates prior to and after the Closing. (d) Subject to Section 6.16(e), Buyer, on the one hand, and the Sellers, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been provided prior to the Closing for the benefit of both (i) the Sellers and their Affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between the Sellers and such Affiliates (other than the Company), on the one hand, and the Company, on the other hand, and the Sellers and such Affiliates and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the Closing by (A) the Sellers or their Affiliates without the prior written consent of Buyer or the Company or (B) by the Company, Buyer or any of their respective Affiliates without the prior written consent of the Sellers’ Representative. (e) Buyer acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Law Firms”) may serve as counsel all Deal Communications shall be deemed to ▇▇▇▇▇▇▇ be retained, owned and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries controlled collectively by the ▇▇▇▇▇▇▇ Law Firms, Sellers and their Affiliates (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), other than the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law Firms, on the one hand, and ▇▇▇▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent, and shall not pass to or be claimed by Buyer or, following the Company or any other member Closing, the Company, even if such communications are in the possession of the Company GroupCompany. The Company agrees All Deal Communications that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek are subject to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client attorney work product privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”)) shall remain privileged after the Closing, shall also belong with the privilege belonging solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent the Sellers and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ GroupBuyer. (df) Notwithstanding the foregoing, in In the event that a dispute arises between Buyer or the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parentparty, any other member of the ▇▇▇▇▇▇▇ Group or their respective Affiliates, on the other hand, then Buyer and the Company or such other member of the Company Group may shall assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided . In the event that to the extent such dispute relates to this Agreement, the other Transaction Documents Buyer or the TransactionsCompany is asked by any third party, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or any other member of the Company Group is legally required for example in connection with a legal proceeding, to access or obtain a copy of all or a portion any of the Privileged Deal Communications, then Buyer shall (or shall cause the Company shall Company, as applicable, to) promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent the Sellers’ Representative in writing (including by making specific reference to this Section 7.10(d6.16(f)) so that ▇▇▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company ). Buyer further agrees to use (and to cause the Company to use) commercially reasonable efforts to assist therewiththe Sellers’ Representative in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a third party. (eg) This Section 7.10 shall apply mutatis mutandis with respect Buyer agrees that it will not access, use, or seek to obtain the representation by Deal Communications in any way. In the law firms listed on Schedule 7.10(e) of event that any member of Deal Communication remains accessible to Buyer or the Company Group and after the Closing, Buyer agrees that neither it nor any successors thereofof its Affiliates or Representatives will attempt to gain access to or view any Deal Communication for any purpose. Notwithstanding the foregoing, nothing in this Section 6.16(g) shall require Buyer or the Company to delete or destroy any electronic records stored in the Company’s electronic records system through normal backup procedures.

Privileged Matters. (a) Each of the Parties parties acknowledges and agrees that ▇▇▇▇▇▇▇ Procter LLP ("▇▇▇▇▇▇▇"), has acted as counsel to the Company and Seller and their respective Affiliates in connection with the negotiation of this Agreement, the Related Agreements and any consummation of the Transactions contemplated by this Agreement and the Related Agreements. In that capacity, ▇▇▇▇▇▇▇ has engaged or may engage in communications with (i) other counsel to Seller and the Company, (ii) Seller, (iii) Seller Owners, (iv) the Company, and (v) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the Transactions contemplated by this Agreement and the Related Agreements ("Deal Communications"). (b) In connection with the foregoing, Buyer irrevocably waives any conflict of interest arising from or in connection with (i) ▇▇▇▇▇▇▇'▇ prior representation of the Company and (ii) ▇▇▇▇▇▇▇'▇ representation of Seller and its Affiliates prior to and after the Closing. (c) Subject to Section 5.20(e), Buyer, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its Affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such Affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such Affiliates and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the Closing by (A) Seller or its Affiliates without the prior written consent of Buyer or the Company or (B) by the Company, Buyer or any of their respective affiliates without the prior written consent of Seller. (▇) ▇▇▇▇▇ acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed Subsidiaries by the ▇▇▇▇▇▇▇ Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ Group prior to and after the Closing by the ▇▇▇▇▇▇▇ Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ Law Firms and any ▇▇▇▇▇▇▇ Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Groupaffiliates, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ Law Firms, on the one hand, and ▇▇▇▇▇▇▇, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ Parent, shall be deemed to be retained, owned and controlled collectively by ▇▇▇▇▇▇▇ Parent, Seller and shall not pass to or be claimed by Buyer or, following the Company or any other member of Closing, the Company GroupCompany, even if such Deal Communications are in the Company's possession. The Company agrees All Deal Communications that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek are subject to have any member of the ▇▇▇▇▇▇▇ Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of attorney work product privilege shall remain privileged after the Company Group has Closing (the right to waive the attorney-client privilege or other privilege applicable to the "Privileged Deal Communications"), or (iii) seek with the privilege belonging solely to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Law FirmsSeller and not Buyer. (ce) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ Law Firms, ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ Parent, any other member of the ▇▇▇▇▇▇▇ Group or the ▇▇▇▇▇▇▇ Contributed Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ Parent, shall be controlled by ▇▇▇▇▇▇▇ Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ Group. (d) Notwithstanding the foregoing, in In the event that a dispute arises between Buyer or the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ Parentparty, any other member of the ▇▇▇▇▇▇▇ Group or their respective Affiliates, on the other hand, then Buyer and the Company or such other member of the Company Group may shall assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided . In the event that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ Parent. If the Company or is asked by any other member of the Company Group is legally required third party, for example in connection with a Third-Party Claim, to access or obtain a copy of all or a portion any of the Privileged Deal Communications, then the Company Buyer shall promptly (and, in any event, within three five (35) Business Days) notify ▇▇▇▇▇▇▇ Parent Seller in writing (including by making specific reference to this Section 7.10(d5.20(e)) so that ▇▇. ▇▇▇▇▇ Parent can, at its sole cost and expense, seek a protective order, and the Company further agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis Seller in connection with respect any attempt to prevent the representation by the law firms listed on Schedule 7.10(e) disclosure of any member of the Company Group and any successors thereofPrivileged Deal Communications to a third party.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “▇▇▇▇▇▇▇ GE Law Firms”) may serve as counsel to ▇▇▇▇▇▇▇ GE and the other members of the ▇▇▇▇▇▇▇ GE Group, on the one hand, and the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the ▇▇▇▇▇▇▇ GE Law Firms may serve as counsel to any member of the ▇▇▇▇▇▇▇ GE Group or any director, officer, employee or Affiliate of any member of the ▇▇▇▇▇▇▇ GE Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries by the ▇▇▇▇▇▇▇ GE Law Firms, and (ii) representation of any member of the ▇▇▇▇▇▇▇ GE Group prior to and after the Closing by the ▇▇▇▇▇▇▇ GE Law Firms. As to any privileged attorney-client communications between the ▇▇▇▇▇▇▇ GE Law Firms and any ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the ▇▇▇▇▇▇▇ GE Law Firms, on the one hand, and ▇▇▇▇▇▇▇GE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to be not be privileged by a court of law (collectively, the “Privileged 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 ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ ParentGE, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the ▇▇▇▇▇▇▇ GE Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ GE Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the ▇▇▇▇▇▇▇ GE Law Firms, ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any of their respective directors, officers, employees or other Affiliates or Representatives representatives that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or the ▇▇▇▇▇▇▇ Contributed GE O&G Subsidiaries, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to ▇▇▇▇▇▇▇ ParentGE, shall be controlled by ▇▇▇▇▇▇▇ Parent GE and ownership thereof shall not pass to or be claimed by the Company or any other member of the ▇▇▇▇▇▇▇ GE Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than ▇▇▇▇▇▇▇ ParentGE, any other member of the ▇▇▇▇▇▇▇ GE Group or their respective Affiliates, on the other hand, then the Company or such other member of the Company Group may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided provided, however, that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of ▇▇▇▇▇▇▇ ParentGE. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any event, within three (3) Business Days) notify ▇▇▇▇▇▇▇ Parent GE in writing (including by making specific reference to this Section 7.10(d‎7.10(d)) so that ▇▇▇▇▇▇▇ Parent GE can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of the Conflicts Committee and any member of the Company Group (including BHI) and any successors thereof.