Common use of Retention of Privilege Clause in Contracts

Retention of Privilege. Buyer hereby agrees that, from and after the Closing, as to all communications between Willkie and any Designated Person, or any Target Company (solely with respect to any dispute that may arise between Buyer and the Target Companies, on the one hand, and any member of the Parent Group, on the other hand) or any of their respective Representatives to the extent related to the Current Representation, the attorney-client privilege, attorney work product and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, any Target Company or any of their respective Representatives; provided, that in connection with defending any third-party claim not involving Seller, its Affiliates or any Designated Person, Buyer shall be entitled to assert such attorney-client privilege against such third party without Seller’s consent. Without limiting the foregoing, notwithstanding any policy of Buyer or any Target Company or any agreement between a Target Company or any of its Representatives and any Designated Person, whether established or entered into before, at or after the Closing, Buyer shall not, and shall after the Closing use reasonable best efforts to cause each Target Company or any of its Representatives to not, review or use for any purpose without Seller’s prior written consent, or seek to compel disclosure to Buyer, a Target Company or any of their respective Representatives any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence.

Retention of Privilege. The Buyer hereby agrees that, from and after agrees to cause the ClosingCompany following the Closing to agree that, as to all communications (whether before, at or after the Closing) between Willkie the Firm and any Designated Person, or Person that relate in any Target Company (solely with respect to any dispute that may arise between Buyer and the Target Companies, on the one hand, and any member of the Parent Group, on the other hand) or any of their respective Representatives to the extent related way to the Current Representation, the attorney-client privilege, attorney work product privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to Seller such Designated Person and may be controlled by Seller such Designated Person and shall not pass to or be claimed by Buyerthe Buyer or, any Target Company or any of their respective Representatives; providedfollowing the Closing, that in connection with defending any third-party claim not involving Seller, its Affiliates or any Designated Person, Buyer shall be entitled to assert such attorney-client privilege against such third party without Seller’s consentby the Company. Without limiting the foregoing, notwithstanding any policy of the Buyer or any Target the Company or any agreement between a Target the Company or any of its Representatives and any Designated PersonPerson or any Representative of any Designated Person or the Company, whether established or entered into before, at or after the Closing, neither the Buyer shall notnor the Company may, and shall after following the Closing use reasonable best efforts to cause each Target Company or any of its Representatives to notClosing, review or use for any purpose without Seller’s prior written consent, or seek to compel disclosure to Buyer, a Target the Buyer or the Company (or any of their respective Representatives Representatives) any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Sellers, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Firm to the Company or the Sellers; provided, however, that the Company may not waive such privilege without the prior written consent of the Sellers Representative.