Acquisition Engagement Sample Clauses

Acquisition Engagement. All communications between Sellers or the Company and SMRH in the course of the Acquisition Engagement that relate in any way to the transactions contemplated by this Agreement and are subject to protection under the attorney-client privilege shall be deemed to be attorney-client confidences that belong solely to the Sellers and not the Company. Accordingly, the Purchaser shall not have access to any such communications, or to the files of SMRH relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Sellers and SMRH shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Company nor the Purchaser shall be a holder thereof, (ii) to the extent that files of SMRH in respect of the Acquisition Engagement constitute property of the client, only the Sellers shall hold such property rights, and (iii) SMRH shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or the Purchaser by reason of any attorney-client relationship between SMRH and the Company or otherwise.
Sample 1
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Acquisition Engagement. The Sellers and the Group Members shall be considered a client of Delsol Avocats, Xx. Xxxxxx Xxxxxxx and his associates in the Acquisition Engagement. Xxxxxxxxx agrees, on behalf of itself and, after the Closing, on behalf of the Group Members, that all communications in any form or format whatsoever between or among Delsol Avocats, Xx. Xxxxxx Xxxxxxx or his associates, on the one hand, and a Group Member, or any of its directors, officers, employees or other representatives, on the other hand, that relate to the Acquisition Engagement or any dispute arising under this Agreement or agreement or document related thereto (collectively, the “Acquisition Privileged Communications”) shall be deemed to be attorney-client privileged and that the Acquisition Privileged Communications and the expectation of client confidence relating thereto belong solely to Sellers, shall be controlled by Seller Representative on behalf of Sellers and shall not pass to or be claimed by the Purchaser or a Group Member. Accordingly, the Purchaser shall not have access to any Acquisition Privileged Communications, or to the files of Delsol Avocats, Xx. Xxxxxx Xxxxxxx or his associates relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Sellers, Delsol Avocats, Xx. Xxxxxx Xxxxxxx and his associates shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Group Members nor the Purchaser shall be a holder thereof, (ii) to the extent that files of Delsol Avocats, Xx. Xxxxxx Xxxxxxx and his associates in respect of the Acquisition Engagement constitute property of the client, only the Sellers shall hold such property rights, (iii) Delsol Avocats, Xx. Xxxxxx Xxxxxxx and his associates shall have no duty whatsoever to reveal or disclose any such files or Acquisition Privileged Communications to the Group Members or the Purchaser by reason of any attorney-client relationship between Delsol Avocats, Xx. Xxxxxx Xxxxxxx or his associates and a Group Member or otherwise, and (iv) if either the Purchaser or a Group Member is legally requested by Order to access or obtain a copy of all or a portion of the Acquisition Privileged Communications, then the Purchaser shall promptly notify the Sellers’ Representative in writing (including by making specific reference to this Section 10.16 so that Seller Representative can seek a protec...
Sample 1
Acquisition Engagement. All communications between Members or the Company and HSLLP in the course of the Acquisition Engagement shall be deemed to be attorney-client confidences that belong solely to the Members and not the Company. Accordingly, Buyer shall not have access to any such communications, or to the files of HSLLP relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Members and HSLLP shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of HSLLP in respect of the Acquisition Engagement constitute property of the client, only the Members shall hold such property rights, and (iii) HSLLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between HSLLP and the Company or otherwise.
Sample 1
Acquisition Engagement. Only the Stockholder and the Companies shall be considered clients of SMRH in the Acquisition Engagement. Buyer agrees that after the Closing, (i) the Stockholder shall have exclusive authority at all times to access any files or communications of SMRH relating to the Acquisition Engagement and (ii) Buyer shall not cause either of the Companies to access any such communications or files.
Sample 1
Acquisition Engagement. Only Seller and the Company and their respective Affiliates shall be considered clients of Xxxx Xxxxx in the Acquisition Engagement. All communications of or seeking legal advice between any one or more of Seller, the Company and their respective Affiliates, on the one hand, and Xxxx Xxxxx, on the other hand, shall be deemed to be attorney-client confidences that belong solely to Seller and its respective Affiliates (excluding the Company) and not to the Company or Buyer. Accordingly, Buyer shall not have access to any such communications, or to and such communications in the files of Xxxx Xxxxx relating to the Acquisition 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 respective Affiliates (excluding the Company), and Xxxx Xxxxx, shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Company nor Buyer shall be a holder thereof; (ii) to the extent that files of Xxxx Xxxxx in respect of the Acquisition Engagement constitute property of the client, only Seller and its Affiliates (excluding the Company) shall hold such property rights; and (iii) Xxxx Xxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between Xxxx Xxxxx and the Company or otherwise unless otherwise directed by a court order or the order of any Governmental Authority.
Sample 1
Acquisition Engagement. Only Sellers shall be considered clients of SMRH in the Acquisition Engagement. All communications between Sellers or the Company and SMRH in the course of the Acquisition Engagement shall be deemed to be attorney-client confidences that belong solely to Sellers. Accordingly, Buyer shall not have access to any such communications, or to the files of SMRH relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and SMRH shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of SMRH in respect of the Acquisition Engagement constitute property of the client, only Sellers shall hold such property rights, and (iii) SMRH shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between SMRH and the Company or otherwise.
Sample 1
Acquisition Engagement. Only the Pre-Closing Clients shall be considered clients of Xxxxxx Xxxx in the Acquisition Engagement. All communications between the Pre-Closing Clients and Xxxxxx Xxxx in the course of the Acquisition Engagement shall be deemed to be attorney-client confidences that belong solely to the Sellers, the Guarantors and the spouses of the Guarantors (the “Post-Closing Clients”) and not the Company. Accordingly, Buyer shall not have access to any such attorney-client communications, attorney work product, or to the files of Xxxxxx Xxxx relating to the Acquisition Engagement (the “Subject Materials”). Without limiting the generality of the foregoing, upon and after the Closing: (i) the Post-Closing Clients shall be the sole holders of the attorney-client privilege with respect to the Subject Materials, and neither the Company nor Buyer shall be a holder thereof, (ii) the Subject Materials constitute property of the client, only the Post-Closing Clients shall hold such property rights with respect to the Subject Materials, and (iii) Xxxxxx Xxxx shall have no duty whatsoever to reveal or disclose any Subject Materials to the Company or Buyer by reason of any attorney-client relationship between Xxxxxx Xxxx and the Company or otherwise.
Sample 1
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Acquisition Engagement. Only Spire, the Seller, their respective Affiliates, the Company and its Subsidiaries shall be considered clients of Dentons in the Acquisition Engagement. Communications of or seeking legal advice between any one or more of Spire, Seller, any Affiliates of either thereof, the Company or any of its Subsidiaries, on the one hand and Dentons on the other, shall be deemed to be attorney-client confidences that belong solely to Spire and Seller and not the Company or its Subsidiaries to the extent such communications (or the specific portion thereof) relate to the Acquisition Engagement (collectively, the “Acquisition Engagement Communications”). Accordingly, Purchaser shall not have access to the Acquisition Engagement Communications, or to any Acquisition Engagement Communications in the files of Dentons, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing: (i) Spire and the Seller shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement Communications, and none of the Company, any of its Subsidiaries nor Purchaser shall be a holder thereof; (ii) to the extent that any Acquisition Engagement Communications in the files of Dentons constitute property of the client, only Spire and Seller shall hold such property rights; and (iii) Dentons shall have no duty whatsoever to reveal or disclose any such Acquisition Engagement Communications to the Company, any of its Subsidiaries or Purchaser by reason of any attorney-client relationship between Dentons and the Company and its Subsidiaries or otherwise unless otherwise directed by a court order or the order of any Governmental Authority.
Sample 1
Acquisition Engagement. Any attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable to confidential communications between any one or more of MPC, the Sellers, the Company and their respective Affiliates, on the one hand, and Lowexxxxxx Xxxxxxx XXX, on the other hand, in each case only to the extent solely relating to the Acquisition Engagement, shall be deemed to be attorney-client confidences that belong solely to MPC, the Sellers and their respective Affiliates (excluding the Purchased Entities) and not to the Purchased Entities, solely in the case of a dispute relating to this Agreement or the transactions contemplated herein in which the interests of the Seller Representative are adverse to those of Purchaser (an “Adverse Dispute). Without limiting the generality of the foregoing, upon and after the Closing, Lowexxxxxx Xxxxxxx XXX shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchased Entities or Purchaser by reason of any attorney-client relationship between Lowexxxxxx Xxxxxxx XXX and any Purchased Entity or otherwise solely in the case of an Adverse Dispute unless otherwise directed by a court order or the order of any Governmental Authority; provided, however, that notwithstanding the foregoing, Lowexxxxxx Xxxxxxx XXX shall not disclose any such attorney-client communications or files to any third parties (other than representatives, accountants and advisors of the Seller Representative and its Affiliates; provided that such representatives, accounts and advisors have a reasonable need to receive such attorney-client communications are instructed to maintain the confidence of such attorney-client communications).
Sample 1

Related to Acquisition Engagement

  • IRO Engagement 1. Indivior shall engage an IRO that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall conduct the review in a professionally independent and objective fashion, as set forth in Paragraph E. Within 30 days after OIG receives the information identified in Section V.A.9 of the CIA or any additional information submitted by Indivior in response to a request by OIG, whichever is later, OIG will notify Indivior if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Indivior may continue to engage the IRO. 2. If Indivior engages a new IRO during the term of the CIA, that IRO must also meet the requirements of this Appendix. If a new IRO is engaged, Indivior shall submit the information identified in Section V.A.9 of the CIA to OIG within 30 days of engagement of the IRO. Within 30 days after OIG receives this information or any additional information submitted by Indivior at the request of OIG, whichever is later, OIG will notify Indivior if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Indivior may continue to engage the IRO.

  • Community Engagement Integration Activities The SP will support the HSP to engage the community of diverse persons and entities in the area where it provides health services when setting priorities for the delivery of health services and when developing plans for submission to the LHIN including but not limited to CAPS and integration proposals.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; (vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and (vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Community Engagement The HSP will engage the community of diverse persons and entities in the area where it provides health services when setting priorities for the delivery of health services and when developing plans for submission to the LHIN including but not limited to CAPS and integration proposals. As part of its community engagement activities, the HSPs will have in place and utilize effective mechanisms for engaging families, caregivers, clients, residents, patients and other individuals who use the services of the HSP, to help inform the HSP plans, including the HSP’s contribution to the establishment and implementation by the LHIN of geographic sub-regions in its local health system.

  • Consulting Arrangement At the Company’s option, the Company and Employee will enter into a consulting arrangement for a period of six (6) months from the date of such termination the “Consulting Period”), which arrangement will provide for (A) payment by the Company based upon a full-time monthly rate equal to 100% of Employee’s monthly base salary as of the date of such termination and (B) such other terms of service as shall be negotiated in good faith by the Company and Employee; provided, however, that if the Company determines not to enter into the negotiation of a consulting arrangement, or the Company and Employee cannot, following good-faith negotiation, agree upon the terms of such consulting arrangement, then promptly following such determination or the termination of such negotiations, as the case may be, Employee will be paid a lump-sum amount of cash equal to six (6) months of Employee’s base salary as of the date of such termination, less applicable withholding; provided further, however, that if during the Consulting Period Employee engages in Competition or breaches the covenants in Section 6 or in the separation agreement and release of claims, all payments pursuant to this subsection will immediately cease.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Engagement The Company hereby engages the Consultant, and the Consultant accepts engagement by the Company, upon the terms and conditions set forth in this Agreement.

  • Consulting If the Executive agrees to the provisions of Section 14(e) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.

  • Transactional Services The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

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