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, 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
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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. 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
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

Related to Company Engagements

  • 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.

  • 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.

  • Engagement of Contractor Subject to the terms and conditions of this Agreement, CDS engages Contractor to provide services specified in Section 1.2. Contractor hereby accepts this engagement by CDS with respect to such matters and for such compensation and terms as provided herein.

  • 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.

  • Employment Contracts Each professional performer must receive from Producer the Short Film Agreement Employment Contract for execution by the end of his/her first day of work on the Short Film. Such contract must be completed in ink by Producer before delivery to the professional performer. A copy of this Short Film Agreement must be delivered to the professional performer and performer's representative not later than the first day of work. The contract must be executed in four (4) copies. One (1) fully executed original must be given to the professional performer not later than the end of his/her first day of work. One (1) original should be delivered to the performer's representative. One (1) original must be delivered to the Union. One (1) original should be retained by producer. Delivery to the Union and performer representative must be made within four (4) days of the professional performer's first day of work. Failure to timely deliver the fully executed contract to a professional performer entitles each such performer to liquidated damages in the amount of $10.00 per day until performer receives the fully executed employment contract. Failure to timely deliver the employment contracts to the Union entitles the Union to liquidated damages in the amount of $10.00 per day per contract until the Union receives each such employment contract.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • 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.

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