Common use of Transaction Privilege Clause in Contracts

Transaction Privilege. Recognizing that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇▇”) has acted as legal counsel to Seller and its Affiliates (including the Acquired Company) prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇ intends to act as legal counsel to the Seller and its Affiliates (which will no longer include the Acquired Company) after the Closing, each of Buyer and the Acquired Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇ representing the Seller and/or its Affiliates after the Closing as such representation may relate to the Acquired Company or the Transactions. In addition, all communications involving attorney-client confidences between the Seller, its Affiliates or the Acquired Company and ▇▇▇▇▇▇ ▇▇▇▇ in the course of the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Acquired Company). Accordingly, the Acquired Company shall not, without the Seller’s prior written consent, have access to any Privileged Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇ in respect of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to the Acquired Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ and the Acquired Company or otherwise. In the event that a dispute arises between Buyer or the Acquired Company, on the one hand, and a third party other than Seller or any of their Affiliates, on the other hand, the Acquired Company may assert the attorney-client privilege on behalf of Seller to the extent necessary to prevent disclosure of Privileged Communication to such third party. Notwithstanding the foregoing such privilege may be waived only with the prior written consent of Seller.

Transaction Privilege. Recognizing that (a) If Sellers so desire, and without the need for any Consent by the Companies or Buyer, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “▇▇▇▇▇▇ ▇▇▇▇Firm”) has acted as legal counsel are permitted to Seller and its Affiliates (including the Acquired Company) prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇ intends to act as legal counsel to the Seller and its Affiliates (which will no longer include the Acquired Company) after the Closing, each of Buyer and the Acquired Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇ representing the Seller and/or represent Sellers or its Affiliates after the Closing as such representation may relate in connection with any matter unrelated to the Acquired Company or the Transactions. In Companies and, in addition, all communications involving attorney-client confidences between the Seller, its Affiliates or the Acquired Company and ▇▇▇▇▇▇ ▇▇▇▇ in the course of the negotiation, documentation and consummation of any matter related to the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Acquired Company). Accordingly, the Acquired Company shall not, without the Seller’s prior written consent, have access to or any Privileged Communications, disagreement or to the files of ▇▇▇▇▇▇ ▇▇▇▇ dispute relating to its engagement, whether or not the Closing shall have occurredthereto. Without limiting the generality of the foregoing, upon after the Closing, the Firm is permitted to represent Sellers, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute ("dispute" includes litigation, arbitration or other adversary proceeding) with Buyer, the Companies or any of their respective agents or Affiliates under or relating to this Agreement, the Transactions, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. Upon and after the Closing, the Companies shall cease to have any attorney-client relationship with the Firm, except to the extent either of them is specifically engaged in writing by the Companies to represent the Companies after the Closing. Any such representation of any of the Companies by the Firm after the Closing will not affect the foregoing provisions hereof. For example, and not by way of limitation, even if the Firm is representing the Companies after the Closing, such law firms are permitted simultaneously to represent Sellers in any matter unrelated to the Companies and, in addition, any matter related to any disagreement or dispute relating to this Agreement or the Transactions. (ib) Seller As to all communications between all counsel for Sellers and/or such counsel's Affiliates (including the Firm), and its Sellers and/or any of their respective Affiliates shall that relate in any way to the negotiation, preparation, execution and delivery of this Agreement or the Transactions (collectively, the "Privileged Communications"), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Sellers and may be controlled by Sellers and will not pass to or be claimed by Buyer or the sole holders Companies. The Privileged Communications are the property of Sellers, and from and after the Closing none of the Companies or any Person purporting to act on behalf of or through the Companies will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege with respect or through other means. Neither Buyer nor the Companies shall have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after Closing. Buyer and the Companies, and each of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications and in any action against or involving Sellers or any of their Affiliates after the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇ in respect of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Closing. The Privileged Communications may be used by Sellers and/or any of their respective Affiliates in connection with any dispute that relates to this Agreement or files to the Acquired Company Transactions, including in any claim for indemnification brought by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ and Buyer. Notwithstanding the Acquired Company or otherwise. In foregoing, in the event that a dispute arises between Buyer or any of the Acquired Company, on the one hand, Companies and a third party (other than Seller a Party to this Agreement or any of their its Affiliates, on ) after the other handClosing, the Acquired Company Companies may assert the attorney-client privilege on behalf of Seller to the extent necessary to prevent disclosure of Privileged Communication confidential communications to such third party. Notwithstanding ; provided that the foregoing Companies may not waive such privilege may be waived only with without the prior written consent of SellerSellers. In the event that Buyer or any of its Affiliates (including the Companies) is legally required by any Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, then Buyer shall immediately (and, in any event, within five (5) Business Days) notify Sellers’ Representative in writing so that Sellers’ Representative can seek a protective order. (c) Notwithstanding anything to the contrary contained herein, the privilege and protection relating to any matter not described in Section 7.19(b) including events, Transactions or agreements referenced in this Agreement or the Disclosure Schedules (other than in connection with a matter for which any Indemnified Party is seeking recovery from Sellers or from Buyer pursuant to the terms of this Agreement), shall continue to belong to and be controlled solely by the Companies and may only be waived by the Companies and except in connection with a matter for which any Indemnified Party is seeking recovery from Sellers or from Buyer pursuant to the terms of this Agreement, Sellers and the Sellers’ Representative agree to reasonably preserve and protect all such information and documents protected by such attorney-client privilege and shall not waive or otherwise disclose any such documents, materials and information unless and only to the extent required by law.

Transaction Privilege. Recognizing that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇a) With respect to ▇▇▇▇▇ ▇▇▇▇”) has acted as legal counsel to Seller and its Affiliates (including the Acquired Company) prior to the Closing▇ L.L.P., and that Eversheds ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ intends to act as legal (US) LLP and any other counsel that represents SDTS or SU in connection with the Transactions (collectively, “SDTS/SU Counsel”): (i) Oncor hereby acknowledges and agrees that SDTS/SU Counsel have represented the SDTS Entities and SU Entities over a substantial period of time prior to the Seller date hereof, including in connection with the negotiation, preparation, execution and its delivery of this Agreement and the Transactions, and that SDTS, SU and their respective Affiliates and representatives (which will no longer include the Acquired Companyeach, an “SU/SDTS Group Member”) have a reasonable expectation that, after the Closing, each of Buyer SDTS/SU Counsel will represent them in connection with any Claim or Legal Proceeding involving any SU/SDTS Group Member, on the one hand, and any Oncor Entity and its Affiliates and representatives (each, an “Oncor Group Member”), on the Acquired Company hereby waivesother hand, arising under or relating to this Agreement or the Transactions. (ii) Oncor, on its own behalf and on behalf of its Affiliatesthe other Oncor Group Members, hereby expressly waives and agrees not to assert any conflicts conflict of interest that may arise or be deemed to arise under any applicable Law or standard of professional responsibility if, after the Closing, SDTS/SU Counsel represent the SU/SDTS Group Members or any of them in connection with ▇▇▇▇▇▇ ▇▇▇▇ representing the Seller and/or its Affiliates after the Closing as such representation may relate any Claim or Legal Proceeding arising under or relating to the Acquired Company this Agreement or the Transactions. . (iii) In addition, all each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU/SDTS AssetCo, on the one hand, and SDTS/SU Counsel, on the other hand, whether related to this Agreement, the Transactions, or otherwise, shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the SDTS Merger Surviving Entity or SU Merger Surviving Entity as of the SDTS Merger Effective Time or SU Merger Effective Time, respectively, pursuant to the DLLCA or the TBOC. All communications involving attorney-client confidences between SDTS AssetCo or SU AssetCo, on the Sellerone hand, its Affiliates or and SDTS/SU Counsel, on the Acquired Company and ▇▇▇▇▇▇ ▇▇▇▇ in the course of other hand, relating to the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates SDTS or SU, as applicable (and not Oncor). (iv) Oncor agrees that it shall, and shall cause any other Oncor Group Member to, execute any document or instrument requested from time to time by SDTS, SU or SDTS/SU Counsel in order to evidence or effectuate the Acquired Companyintentions of the parties reflected in this Section 13.10(a). (v) This Section 13.10(a) is for the benefit of the SDTS, SU and SDTS/SU Counsel and such Persons are intended third-party beneficiaries of this Section 13.10(a). AccordinglyThis Section 13.10(a) shall be irrevocable, the Acquired Company shall notand no term of this Section 13.10(a) may be amended, waived or modified, without the Seller’s prior written consentconsent of SDTS, have access SU and SDTS/SU Counsel. (b) With respect to any Privileged Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of & ▇▇▇▇▇▇ ▇▇▇▇ LLP and any other counsel that represents Oncor in respect connection with the Transactions (“Oncor Counsel”): (i) SDTS and SU hereby acknowledge and agree that Oncor Counsel has represented the Oncor Entities over a substantial period of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files time prior to the Acquired Company by reason date hereof, including in connection with the negotiation, preparation, execution and delivery of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ this Agreement and the Acquired Company Transactions, and that the Oncor Group Members have a reasonable expectation that, after the Closing, Oncor Counsel will represent them in connection with any Claim or otherwise. In the event that a dispute arises between Buyer or the Acquired CompanyLegal Proceeding involving any Oncor Group Member, on the one hand, and a third party other than Seller or any of their AffiliatesSU/SDTS Group Member, on the other hand, arising under or relating to this Agreement or the Acquired Company Transactions. (ii) SDTS and SU, on their own behalf and on behalf of their respective SU/SDTS Group Members, hereby expressly waive and agree not to assert any conflict of interest that may assert arise or be deemed to arise under any applicable Law or standard of professional responsibility if, after the Closing, Oncor Counsel represents the Oncor Group Members or any of them in connection with any Claim or Legal Proceeding arising under or relating to this Agreement or the Transactions. (iii) In addition, each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege on behalf of Seller arising from communications prior to the extent necessary Closing between any one or more representatives of Oncor AssetCo, on the one hand, and Oncor Counsel, on the other hand, whether related to prevent disclosure this Agreement, the Transactions, or otherwise, shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the Oncor Merger Surviving Entity as of Privileged Communication the Oncor Merger Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between Oncor AssetCo, on the one hand, and Oncor Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to Oncor (and not SDTS or SU). (iv) SDTS and SU agree that they shall, and shall cause their respective SU/SDTS Group Members to, execute any document or instrument requested from time to time by Oncor or Oncor Counsel in order to evidence or effectuate the intentions of the parties reflected in this Section 13.10(b). (v) This Section 13.10(b) is for the benefit of the Oncor and Oncor Counsel and such third partyPersons are intended third-party beneficiaries of this Section 13.10(b). Notwithstanding the foregoing such privilege This Section 13.10(b) shall be irrevocable, and no term of this Section 13.10(b) may be amended, waived only with or modified, without the prior written consent of SellerOncor and Oncor Counsel.

Transaction Privilege. Recognizing that (a) Seller or certain of its Affiliates have engaged S▇▇▇▇▇▇, ▇▇▇▇ & ▇▇Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, McGuireWoods LLP and Holland & Knight LLP (each “Seller’s Counsel”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Buyer and its Affiliates: (a) consent to the continued representation of Seller and certain of its Affiliates by Seller’s Counsel in connection with the Transactions; (b) waive any actual or alleged conflict of Seller’s Counsel that may arise from Seller’s Counsel’s representation of Seller and certain of its Affiliates in connection with the Transactions; and (c) agree not to seek to disqualify or otherwise prevent Seller’s Counsel from representing Seller and certain of its Affiliates in the Transactions. This consent and waiver extend to Seller’s Counsel representing Seller and certain of its Affiliates against Buyer and its Affiliates in litigation, arbitration, or mediation in connection with this Agreement or the Transactions. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information. (b) Buyer or certain of its Affiliates have engaged S▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and B▇▇▇▇▇▇ ▇▇▇▇”) has acted as legal counsel to Seller and its Affiliates (including the Acquired Company) prior to the Closing, and that ▇ B▇▇▇▇ C▇▇▇▇▇▇▇ LLP (each “Buyer’s Counsel”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Seller and its Affiliates: (a) consent to the continued representation of Buyer and certain of its Affiliates by B▇▇▇▇ intends ▇’s Counsel in connection with the Transactions; (b) waive any actual or alleged conflict of Buyer’s Counsel that may arise from Buyer’s Counsel’s representation of Buyer and certain of its Affiliates in connection with the Transactions; and (c) agree not to act as legal counsel seek to disqualify or otherwise prevent Buyer’s Counsel from representing Buyer and certain of its Affiliates in the Transactions. This consent and waiver extend to Buyer’s Counsel representing Buyer and certain of its Affiliates against Seller and its Affiliates in litigation, arbitration, or mediation in connection with this Agreement or the Transactions. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information. (which will no longer include the Acquired Companyc) Seller acknowledges and agrees on behalf of itself and its Affiliates that, if Buyer wishes to engage: (i) after the date hereof and prior to the Closing and on a joint basis with Seller or its applicable Affiliate, McGuireWoods LLP in respect of the Required Regulatory Approval set forth in clause (ii) of the definition thereof or (ii) following the Closing, each of Buyer and the Acquired Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that may arise in connection with M▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ representing LLP and/or Holland & Knight LLP (each of the foregoing, whether engaged in accordance with the foregoing clause (i) or (ii), as applicable, “Regulatory Counsel”) in respect of any regulatory matters related to the Business (collectively, the “Regulatory Matters”), by entering into this Agreement, Seller and/or and its Affiliates: (x) consent to the representation of Buyer and certain of its Affiliates after the Closing as such by Regulatory Counsel in connection with any Regulatory Matters; and (y) waive any actual or alleged conflict of Regulatory Counsel that may arise from Regulatory Counsel’s representation may relate to the Acquired Company or the Transactions. In addition, all communications involving attorney-client confidences between the Seller, of Buyer and certain of its Affiliates solely in connection with any Regulatory Matters; provided that (1) such waiver is made with the understanding that Regulatory Counsel’s advice and services to Buyer and its Affiliates are not rendered in anticipation of litigation, arbitration, regulatory proceeding, or the Acquired Company other adversarial legal proceeding by Buyer or any of its Affiliates against Seller or any of its Affiliates, or in connection with matters reasonably likely to lead to any such proceedings, and ▇▇▇▇▇▇ ▇▇▇▇ in the course of the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”2) nothing contained herein shall be deemed to be attorney-client confidences that belong solely constitute a waiver of any privilege by Seller or its Affiliates or a consent to the disclosure of any confidential information of Seller or its Affiliates to Buyer and its Affiliates (and not the Acquired Company). Accordingly, the Acquired Company shall not, without the Seller’s prior written consent, have access to any Privileged Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇ in respect of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to the Acquired Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ and the Acquired Company or otherwise. In the event that a dispute arises between Buyer or the Acquired Company, on the one hand, and a third party other than Seller or any of their Affiliates, on the other hand, the Acquired Company may assert the attorney-client privilege on behalf of Seller to the extent necessary to prevent disclosure of Privileged Communication to such third party. Notwithstanding the foregoing such privilege may be waived only with the prior written consent of SellerPerson.

Transaction Privilege. Recognizing that (a) Seller or certain of its Affiliates have engaged ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, McGuireWoods LLP and Holland & Knight LLP (each “Seller’s Counsel”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Buyer and its Affiliates: (a) consent to the continued representation of Seller and certain of its Affiliates by Seller’s Counsel in connection with the Transactions; (b) waive any actual or alleged conflict of Seller’s Counsel that may arise from Seller’s Counsel’s representation of Seller and certain of its Affiliates in connection with the Transactions; and (c) agree not to seek to disqualify or otherwise prevent Seller’s Counsel from representing Seller and certain of its Affiliates in the Transactions. This consent and waiver extend to Seller’s Counsel representing Seller and certain of its Affiliates against Buyer and its Affiliates in litigation, arbitration, or mediation in connection with this Agreement or the Transactions. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information. (b) Buyer or certain of its Affiliates have engaged ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (each “Buyer’s Counsel”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Seller and its Affiliates: (a) consent to the continued representation of Buyer and certain of its Affiliates by ▇▇▇▇▇▇ ▇▇▇▇”’s Counsel in connection with the Transactions; (b) has acted as legal counsel waive any actual or alleged conflict of Buyer’s Counsel that may arise from Buyer’s Counsel’s representation of Buyer and certain of its Affiliates in connection with the Transactions; and (c) agree not to seek to disqualify or otherwise prevent Buyer’s Counsel from representing Buyer and certain of its Affiliates in the Transactions. This consent and waiver extend to Buyer’s Counsel representing Buyer and certain of its Affiliates against Seller and its Affiliates (including the Acquired Company) prior to the Closingin litigation, and that ▇▇▇▇▇▇ ▇▇▇▇ intends to act as legal counsel to the Seller and its Affiliates (which will no longer include the Acquired Company) after the Closingarbitration, each of Buyer and the Acquired Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that may arise or mediation in connection with ▇▇▇▇▇▇ ▇▇▇▇ representing the Seller and/or its Affiliates after the Closing as such representation may relate to the Acquired Company this Agreement or the Transactions. In addition, all communications involving attorney-client confidences between the Seller, its Affiliates or the Acquired Company and ▇▇▇▇▇▇ ▇▇▇▇ in the course of the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Acquired Company). Accordingly, the Acquired Company shall not, without the Seller’s prior written consent, have access to any Privileged Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇ in respect of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to the Acquired Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ and the Acquired Company or otherwise. In the event that a dispute arises between Buyer or the Acquired Company, on the one hand, and a third party other than Seller or any of their Affiliates, on the other hand, the Acquired Company may assert the attorney-client privilege on behalf of Seller to the extent necessary to prevent disclosure of Privileged Communication to such third party. Notwithstanding the foregoing such privilege may be waived only with the prior written consent of Seller.the