Common use of Privileged Materials Clause in Contracts

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

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