Company Engagements Sample Clauses

Company Engagements. The parties acknowledge the community of interest between the Company and the Shareholders in view of the fact that the Shareholders hold all the equity of the Company. Accordingly, Buyer agrees that the principles that apply to the Acquisition Engagement regarding client confidences, attorney-client communications, attorney-client privilege, 61 client files and disclosures shall also apply to Company Engagements. Thus, notwithstanding that the Company is or was a client in the Company Engagements, from and after the Closing: (i) all communications between the Shareholders or the Company and SMRH in the course of all Company Engagements shall be deemed to be attorney-client confidences that belong solely to the Shareholders and not the Company, (ii) Buyer shall not have access to any such communications, or to the files of SMRH relating to any Company Engagement, (iii) the Shareholders and SMRH shall be the sole holders of the attorney-client privilege with respect to each Company Engagement, and neither the Company nor Buyer shall be a holder thereof, (iv) to the extent that files of SMRH in respect of any Company Engagement constitute property of the client, only the Shareholders shall hold such property rights, and (v) 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
AutoNDA by SimpleDocs
Company Engagements all contracts and other arrangements pursuant to which the Company is providing goods or services, and all proposals, bids and offers for future such contracts and arrangements, including the contracts and other arrangements, proposals, bids and offers listed on Schedules 3.16.2, 3.17.1, 3.18.1 and 3.24.1. Company Inventory: all of the Company’s inventory and supplies.
Sample 1
Company Engagements. The Parties acknowledge the community of interest between the Company and Sellers in view of the fact that Sellers hold all the equity of the Company. Accordingly, Buyer agrees that the principles that apply to the Acquisition Engagement regarding client confidences, attorney-client communications, attorney-client privilege, client files and disclosures shall also apply to Company Engagements initiated prior to the Closing. Thus, notwithstanding that the Company is or was a client in the Company Engagements, from and after the Closing, (i) all communications between Sellers or the Company and SMRH in the course of all Company Engagements initiated prior to the Closing shall be deemed to be attorney-client confidences that belong solely to Sellers and not the Company, (ii) Buyer shall not have access to any such communications, or to the files of SMRH relating to any such Company Engagement, (iii) Sellers and SMRH shall be the sole holders of the attorney-client privilege with respect to each such Company Engagement initiated prior the Closing, and neither the Company nor Buyer shall be a holder thereof, (iv) to the extent that files of SMRH in respect of any such Company Engagement constitute property of the client, only Sellers shall hold such property rights, and (v) 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
Company Engagements. Cxxxxx, Xxxxxx & Gxxxxxxx LLP (“Cxxxxx”) has acted as counsel for the Company, Holdco, Sellers and Sellers’ Representative (collectively, the “Cxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Cxxxxx has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Cxxxxx Clients shall be considered clients of Cxxxxx in the Sale Engagement. All communications between the Cxxxxx Clients and Cxxxxx in the course of or related to the Sale Engagement shall be deemed to be attorney client confidences that belong solely to Sellers’ Representative and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Cxxxxx relating to such communications; provided, however, that nothing in this Section 12.16.1 shall limit or preclude Buyer or the Company from using or relying upon any documents or information which are in the possession or control of the Company on or after the Closing Date. Without limiting the generality of the foregoing, upon and after the Closing, (a) Sellers, Holdco Sellers’ Representative and Cxxxxx shall be the sole holders of the attorney-client privilege with respect to communications which relate exclusively to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (b) to the extent that files of Cxxxxx in respect of the Sale Engagement constitute property of a Cxxxxx Client, only Sellers and Sellers’ Representative shall hold such property rights (except as set forth in the preceding sentence) and (c) Cxxxxx 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 Cxxxxx and the Company or otherwise. Notwithstanding anything to the contrary in this Section 12.16.1, in the event that a dispute arises following the Closing between Buyer and any of its Affiliates, on the one hand, and any third party who is not a party to this Agreement, on the other hand, Buyer or any of its Affiliates may assert the attorney-client privilege to prevent disclosure of communications or information by Cxxxxx to such third party and the Sellers’ Representative shall afford Buyer and its Affiliates and their accountants, counsel and other Representatives access to all information and documents covered by such privilege to the extent reasonably necessary for Buyer or any of its Affil...
Sample 1

Related to Company Engagements

  • Other Engagements Nothing in this agreement shall preclude the Consultant from entering into agreements similar to this Agreement with other parties. In addition, the Company acknowledges and agrees that the Consultant may, concurrent with engagements undertaken for the Company and in the future, undertake consulting or service engagements with other persons or entities whose business or products may be similar to or competitive with the business or products of the Company.

  • 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.

  • Employee Agreements The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement.

  • Employment Contracts Neither the Seller nor any Seller Subsidiary is a party to any Contracts for employment, severance, consulting or other similar agreements with any employees, consultants, officers or directors of the Seller or any of the Seller Subsidiaries, except as set forth on Section 2.10(h) of the Seller Disclosure Schedule. Neither the Seller nor any Seller Subsidiary is a party to any collective bargaining agreements.

  • Consulting Agreements The Corporation has entered into consulting agreements with the following parties: Party Effective Date

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Companys Agreements The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.