Common use of Protected Communication Clause in Contracts

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Company shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. None of the Latisys Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree Company and each of its Subsidiaries hereby agrees that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys the Company and its Subsidiaries in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Former Holders and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys the Company or its Subsidiaries shall thereupon be vested exclusively in Seller the Former Holders and its their successors in interest and shall be exercised or waived solely as directed by Seller the Former Holders or its their successors in interest. None of the Latisys CompaniesCompany or its Subsidiaries, Purchaser Parent or any Person acting on any of their behalf shall, without the prior written consent of Seller the Former Holders or its their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser the Company or its Subsidiaries or any Person acting on any of their behalf from seeking proper discovery of such documents nor Seller the Former Holders from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller The Former Holders and its their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies Surviving Corporation and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and its Subsidiaries shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement Parties agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Company the Transferred Entities in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Company the Transferred Entities shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller ▇▇▇▇▇▇ or its successors in interest. None of Purchaser, the Latisys Companies, Purchaser Transferred Entities or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to access, discover, obtain, use or disclose or attempt to access, discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, hereby and by the Ancillary Agreements; provided, however, (i) the foregoing shall neither prohibit Purchaser or any of its Affiliates, including, following the Closing, the Transferred Entities, from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached theretothereto and (ii) in the event a dispute arises between any Purchaser Group Members, on the one hand, and any other Person (other than the Seller Group Members), on the other hand, such Purchaser Group Members shall not disclose any documents or information subject to protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications without the prior written consent of Seller (provided that if such Purchaser Group Members are required by judicial order or other legal process to make such disclosure, such Purchaser Group Members shall promptly notify Seller in writing of such requirement (without making disclosure) and shall provide Seller with such cooperation and assistance as shall be necessary to enable Seller to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). Without limiting the generality of the foregoing, (i) each Seller Group Member shall have the right to retain, or cause ▇▇▇▇▇ ▇▇▇▇▇ LLP to retain, any Protected Communications in possession of ▇▇▇▇▇ ▇▇▇▇▇ LLP at the Closing and (ii) Purchaser shall use its commercially reasonable efforts to (and following the Closing shall use its commercially reasonable efforts to cause the Transferred Entities to) take actions necessary to ensure that any and all protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in Seller and its successors in interest shall have interest. This Section 11.13 is for the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense benefit of the Person requesting Seller Group Members and such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunderPersons are intended third-party beneficiaries.

Protected Communication. The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Companies and any Latisys Company Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller Sellers and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Companies or any Latisys Company Subsidiary shall thereupon be vested exclusively in Seller Sellers and its their successors in interest and shall be exercised or waived solely as directed by Seller Sellers or its their successors in interestinterest as between Sellers, on the one hand, and the Companies and the Subsidiaries, on the other hand. None of Buyers, the Latisys Companies, Purchaser the Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller Sellers or its their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including manner in connection with any dispute or legal proceeding Legal Proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, the foregoing shall neither prohibit Purchaser Buyers from seeking proper discovery of such documents nor Seller Sellers from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller Notwithstanding the foregoing, in the event that a dispute arises between Buyers, the Companies and its the Subsidiaries and a third party other than a Party to this Agreement after the Closing, the Companies and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of Protected Communications by Sellers, Sellers’ shareholders or their respective representatives to such third party. Sellers and their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. (a) The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of the Company and any Latisys Company Transferred Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, interest and (bii) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Company or any Latisys Company Transferred Subsidiary shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller ▇▇▇▇▇▇ or its successors in interest. . (b) None of Buyer, the Latisys CompaniesCompany, Purchaser the Transferred Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, including the attorney-client privilege or work product protection, or to access, discover, obtain, use or disclose or attempt to access, discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, hereby and by the Related Agreements; provided, however, (i) the foregoing shall neither prohibit Purchaser Buyer from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. thereto and (ii) in the event a dispute arises between any Buyer Group Members, on the one hand, and any other Person (other than Seller Group Members), on the other hand, such Buyer Group Members shall not disclose any documents or information subject to protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications without the prior written consent of Seller (provided, however, that if such Buyer Group Members are required by judicial order or other legal process to make such disclosure, such Buyer Group Members shall promptly notify Seller in writing of such requirement (without making disclosure) and shall provide Seller with such cooperation and assistance as shall be necessary to enable Seller to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). (c) Without limiting the generality of the foregoing, (i) Seller shall have the right to retain, or cause Seller Group Counsel to retain, any Protected Communications in possession of Seller Group Counsel at the Closing and (ii) Buyer shall (and following the Closing shall cause the Company, the Transferred Subsidiaries to) take actions necessary to ensure that any and all protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in Seller and its successors in interest. (d) Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and Buyer, the Companies Company and Purchaser the Transferred Subsidiaries shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder. (e) This Section 11.16 is for the benefit of Seller Group Members and such Persons are intended third-party beneficiaries.

Protected Communication. (a) The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of the Company and any Latisys Company Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, interest and (bii) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Company or any Latisys Company Subsidiary shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. . (b) None of Buyer, the Latisys CompaniesCompany, Purchaser the Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding against Seller or any of its Related Parties relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, Agreement or any of the transactions contemplated herein, ; provided, however, (i) the foregoing shall neither prohibit Purchaser Buyer from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. thereto and (ii) in the event a dispute arises between any Buyer Group Members, on the one hand, and any other Person (other than the Seller Group Members), on the other hand, such Buyer Group Members shall not, absent a judicial order or other legal process, disclose any documents or information subject to protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications without the prior written consent of Seller (provided that if such Buyer Group Members are required by judicial order or other legal process to make such disclosure, such Buyer Group Members shall promptly notify Seller in writing of such requirement to the extent permitted by applicable Law (without making disclosure) and shall provide Seller with such cooperation and assistance as shall be necessary to enable Seller to seek to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). (c) Without limiting the generality of the foregoing, (i) Seller shall have the right to retain, or cause ▇▇▇▇▇ ▇▇▇▇▇ to retain, any Protected Communications in possession of ▇▇▇▇▇ ▇▇▇▇▇ at the Closing and (ii) Buyer shall (and following the Closing shall cause the Company, the Subsidiaries to) take actions necessary to ensure that any and all protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in Seller and its successors in interest interest. Seller shall have the right (subject to applicable Law) at any time prior to or following the Closing to remove, erase, delete, disable, disable or copy or otherwise deal with any Protected Communications in whatever way they desireCommunications; provided that such removal, and erasure, deletion, disabling or copying does not remove, erase, delete, disable or modify any non-Protected Communications. (d) This Section 11.14 is for the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense benefit of the Person requesting Seller Group Members and such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunderPersons are intended third-party beneficiaries.

Protected Communication. (a) The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of any Latisys the Company Group in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Company Stockholder and its successors in interest, interest and (bii) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys of the Company Group shall thereupon be vested exclusively in Seller the Company Stockholder and its successors in interest and shall be exercised or waived solely as directed by Seller the Company Stockholder or its successors in interest. . (b) None of Parent, the Latisys Companies, Purchaser Company Group or any Person acting on any of their behalf shall, without the prior written consent of Seller the Company Stockholder or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, including the attorney-client privilege or work product protection, or to access, discover, obtain, use or disclose or attempt to access, discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, by this Agreement; provided, however, (i) the foregoing shall neither prohibit Purchaser Parent from seeking proper discovery of such documents nor Seller the Company Stockholder from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller thereto and (ii) in the event a dispute arises between any Parent Group Members, on the one hand, and any other Person (other than the Company Group Members), on the other hand, such Parent Group Members shall not disclose any documents or information subject to protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications without the prior written consent of the Company Stockholder (provided, that if such Parent Group Members are required by judicial order or other legal process to make such disclosure, such Parent Group Members shall promptly notify the Company Stockholder in writing of such requirement (without making disclosure) and shall provide the Company Stockholder with such cooperation and assistance as shall be necessary to enable the Company Stockholder to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). (c) Without limiting the generality of the foregoing, (i) the Company Stockholder shall have the right to retain, or cause ▇▇▇▇▇ ▇▇▇▇▇ or any other Advisor to retain, any Protected Communications in possession of ▇▇▇▇▇ ▇▇▇▇▇ or any other Advisor at the Closing and (ii) Parent shall (and following the Closing shall cause the Company Group to) take actions necessary to ensure that any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in the Company Stockholder and its successors in interest. (d) The Company Stockholder and its successors-in-interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and Parent and the Companies and Purchaser Company Group shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller the Company Stockholder and its their successors in interest hereunder. (e) This Section 11.17 is for the benefit of the Company Group Members and such Persons are intended third-party beneficiaries.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys PEP Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys PEP Company shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. None of the Latisys PEP Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The Each of the parties to this Agreement agree hereby agrees that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys the Company and its Subsidiaries in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Former Holders and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys the Company or its Subsidiaries shall thereupon be vested exclusively in Seller the Former Holders and its their successors in interest and shall be exercised or waived solely as directed by Seller the Former Holders or its their successors in interest. None of the Latisys CompaniesCompany or its Subsidiaries, Purchaser Parent or any Person acting on any of their behalf shall, without the prior written consent of Seller the Former Holders or its their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser Parent from seeking proper discovery of such documents nor Seller the Former Holders from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. (a) The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of any Latisys the Company Group in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Company Equityholder and its successors in interest, interest and (bii) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys of the Company Group shall thereupon be vested exclusively in Seller the Company Equityholder and its successors in interest and shall be exercised or waived solely as directed by Seller the Company Equityholder or its successors in interest. . (b) None of Parent, the Latisys Companies, Purchaser Company Group or any Person acting on any of their behalf shall, without the prior written consent of Seller the Company Equityholder or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, including the attorney-client privilege or work product protection, or to access, discover, obtain, use or disclose or attempt to access, discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, by this Agreement; provided, however, (i) the foregoing shall neither prohibit Purchaser Parent from seeking proper discovery of such documents nor Seller the Company Equityholder from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller thereto and (ii) in the event a dispute arises between any Parent Group Members, on the one hand, and any other Person (other than the Company Group Members), on the other hand, such Parent Group Members shall not disclose any documents or information subject to protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications without the prior written consent of the Company Equityholder (provided, that if such Parent Group Members are required by judicial order or other legal process to make such disclosure, such Parent Group Members shall promptly notify the Company Equityholder in writing of such requirement (without making disclosure) and shall provide the Company Equityholder with such cooperation and assistance as shall be necessary to enable the Company Equityholder to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). (c) Without limiting the generality of the foregoing, (i) the Company Equityholder shall have the right to retain, or cause ▇▇▇▇▇ ▇▇▇▇▇ to retain, any Protected Communications in possession of ▇▇▇▇▇ ▇▇▇▇▇ at the Closing and (ii) Parent shall (and following the Closing shall cause the Company Group to) take actions necessary to ensure that any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in the Company Equityholder and its successors in interest. (d) The Company Equityholder and its successors-in-interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and Parent and the Companies and Purchaser Company Group shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller the Company Equityholder and its their successors in interest hereunder. (e) This Section 11.17 is for the benefit of the Company Group Members and such Persons are intended third-party beneficiaries.

Protected Communication. The parties to this Agreement agree that, immediately prior to the ClosingEffective Time, without the need for any further action (a) all right, title and interest of any Latisys the Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Company Holders’ Agent and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys the Company shall thereupon be vested exclusively in Seller the Company Holders’ Agent and its successors in interest and shall be exercised or waived solely as directed by Seller the Company Holders’ Agent or its successors in interest. None of the Latisys CompaniesCompany, Purchaser Acquiror, or any Person acting on any of their behalf shall, without the prior written consent of Seller the Company Holders’ Agent or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, Agreement or any of the transactions contemplated herein, ; provided, however, the foregoing shall neither prohibit Purchaser (i) Acquiror or the Company from seeking proper discovery of such documents nor Seller (ii) the Company Holders’ Agent or its successors in interest from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller The Company Holders’ Agent and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies Company and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and Acquiror shall provide reasonable assistance at the expense and request of the Person requesting such assistance Company Holders’ Agent or its successors in interest in order to give full force and effect to the rights of Seller the Company Holders’ Agent and its successors in interest hereunderpursuant to this Section 9.13. Notwithstanding any provision of this Agreement to the contrary, the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of the Company (but not, for the avoidance of doubt, to the extent relating to any Protected Communication or the negotiation, documentation and consummation of the transactions contemplated by this Agreement) and arising prior to the Closing are for the sole benefit of the Company, and Acquiror shall, from and after the Effective Time, hold and control all such attorney-client privilege, attorney work product protection and expectation of client confidence.

Protected Communication. (a) The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of any Latisys Company the Companies in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller Sellers and its their respective successors in interest, interest and (bii) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Company the Companies shall thereupon be vested exclusively in Seller Sellers and its successors in interest and shall be exercised or waived solely as directed by Seller Sellers’ Representative or its successors in interest. . (b) None of Buyer, the Latisys Companies, Purchaser Companies or any Person acting on any of their behalf shall, without the prior written consent of Seller Sellers’ Representative or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to access, discover, obtain, use or disclose or attempt to access, discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, (i) the foregoing shall neither prohibit Purchaser Buyer from seeking proper discovery of such documents nor any Seller from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. thereto and (ii) in the event a 738336390 dispute arises between any Buyer Group Members, on the one hand, and any other Person (other than the Seller Group Members), on the other hand, such Buyer Group Members shall not disclose any documents or information subject to protections from disclosure, including attorney-client privileges and its work product protections, associated with or arising from any Protected Communications without the prior written consent of Sellers’ Representative (provided that if such Buyer Group Members are required by judicial order or other legal process to make such disclosure, such Buyer Group Members shall promptly notify Sellers’ Representative in writing of such requirement (without making disclosure) and shall provide Sellers with such cooperation and assistance as shall be necessary to enable Sellers to prevent disclosure by reason of any protection against disclosure, including the attorney-client privileges and work product protections). (c) Without limiting the generality of the foregoing, (i) Sellers shall have the right to retain, or cause ▇▇▇▇▇ ▇▇▇▇▇ to retain, any Protected Communications in possession of ▇▇▇▇▇ ▇▇▇▇▇ at the Closing and (ii) Buyer shall (and following the Closing shall cause the Companies to) take actions necessary to ensure that any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Protected Communications will survive the Closing, remain in effect and transfer to and be vested solely in Sellers and their respective successors in interest. (d) Sellers and their respective successors-in-interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and Buyer and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller Sellers and its their successors in interest hereunder. (e) This Section 8.16 is for the benefit of the Seller Group Members and such Persons are intended third-party beneficiaries.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Paragon Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Paragon Company shall thereupon be vested exclusively in the Seller and its successors in interest and shall be exercised or waived solely as directed by the Seller or its successors in interest. None of the Latisys Paragon Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor the Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. The Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Company and any Latisys Company Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller Sellers and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Company or any Latisys Company Subsidiary shall thereupon be vested exclusively in Seller Sellers and its their successors in interest and shall be exercised or waived solely as directed by Seller Sellers or its their successors in interest; provided *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that Buyer, the Company or any of its Subsidiaries may assert such protection in a dispute with a third party after the Closing Date. None of Buyer, the Latisys CompaniesCompany, Purchaser the Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interestthe Sellers’ Representative, assert (other than as permitted by preceding sentence) or waive or attempt to assert (other than as permitted by the preceding sentence) or waive any such protection against disclosure, including, but not limited to, including the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, that the foregoing shall neither prohibit Purchaser Buyer from seeking proper discovery of such documents nor Seller Sellers from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller Anything to the contrary notwithstanding, Sellers and its their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and, until the date that is seven (7) years following the Closing Date and subject to the procedures set forth in Section 6.6(b), Buyer, the Company and the Companies and Purchaser Subsidiaries shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of each Seller and its successors in interest hereunder.

Protected Communication. (a) The parties to this Agreement Parties agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of any Latisys the Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Securityholders and its their respective successors in interest, and (bii) any and all protections from disclosure, including, but not limited to, attorney the attorney-client privileges and work product protections, associated with or communications privilege arising from any Protected Communications that would have been exercisable by any Latisys the Company shall thereupon be vested exclusively in Seller the Securityholders and its their respective successors in interest and shall be exercised or waived solely as directed by Seller Securityholders or its their respective successors in interest. None of the Latisys CompaniesCompany, Purchaser Parent, Merger Sub or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interestthe Securityholders’ Representative, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protectioncommunications privilege, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, that the foregoing shall neither prohibit Purchaser Parent from seeking proper discovery of such documents nor Seller any Securityholder from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have communications privilege has attached thereto. Seller and its successors in interest shall have the right at any time prior The Company shall, with respect to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession of the Company or within their its direct or indirect control (A) promptly upon written request, deliver to the Securityholders’ Representative (in whatever form such Protected Communications are stored, whether paper files, electronic files or otherwise) any Protected Communications so requested and shall (B) provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller the Securityholders and its their respective successors in interest hereunder. (b) The Parties understand and agree that nothing in this Agreement shall be deemed to be a waiver of any applicable attorney-client privilege or other protection from disclosure or use. Each of the Parties understands and agrees that it has undertaken reasonable efforts to prevent the disclosure of Protected Communications. Notwithstanding those efforts, the Parties understand and agree that the consummation of the transactions contemplated hereby could result in the inadvertent disclosure of information that may be confidential, eligible to be subject to a claim of privilege, or otherwise protected from disclosure. The Parties further understand and agree that any disclosure of information that may be confidential, subject to a claim of privilege, or otherwise protected from disclosure will not constitute a waiver of or otherwise prejudice any claim of confidentiality, privilege, or protection from disclosure, including with respect to information involving or concerning the same subject matter as the disclosed information. The Parties agree to use reasonable best efforts to return any inadvertently disclosed information to the disclosing Party promptly upon becoming aware of its existence. The Parties further agree that promptly after the return of any inadvertently disclosed information, the Party returning such information shall destroy any and all copies, summaries, descriptions and/or notes of such inadvertently disclosed information, including electronic versions thereof, and all portions of larger documents or communications that contain such copies, summaries, descriptions or notes.