Counsel; Privileges; Legal Materials Sample Clauses

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by HP and its Affiliates prior to the Effective Time (“Existing HP Counsel”) have provided legal services to and jointly represented HP and its Affiliates, including members of the HPI Group and the Enterprise Group. From and after the Effective Time, certain Existing HP Counsel will remain employees of one (1) or more members of the HPI Group and provide legal services to and represent only the HPI Group (“HPI
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Houston and its Affiliates prior to the Distribution Time (“Existing Houston Counsel”) have provided legal services to and jointly represented Houston and its Affiliates, including members of the Houston Group and the Seattle Group. From and after the Distribution Time, certain Existing Houston Counsel will remain employees of one or more members of the Houston Group and provide legal services to and represent only the Houston Group (“Houston Counsel”), and certain Existing Houston Counsel will become employees of one or more members of the Seattle Group and provide legal services to and represent only the Seattle Group (“Seattle Counsel”). From and after the Distribution Time, (i) Houston Counsel will represent only the Houston Group; (ii) Seattle Counsel will represent only the Seattle Group; and (iii) Seattle Counsel and Houston Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Houston Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Distribution Time in which a Party or another member of its Group was represented by any of the Existing Houston Counsel.
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller and its Affiliates prior to the Closing (“Existing Seller Counsel”) have provided legal services to and jointly represented Seller and its Affiliates, including members of the Seller Group and the NewCo Group. From and after the Closing, certain Existing Seller Counsel will remain employees of one or more members of the Seller Group and provide legal services to and represent only the Seller Group (“Seller Counsel”), and certain Existing Seller Counsel will become employees of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Counsel”). From and after the Closing, (i) Seller Counsel will represent only the Seller Group; (ii) NewCo Counsel will represent only the NewCo Group; and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing in which a Party or another member of its Group was represented by any of the Existing Seller Counsel.
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Moon and its Subsidiaries prior to the Distribution Time (“Existing Moon Counsel”) have provided legal services to and jointly represented Moon and its Subsidiaries, including members of the Moon Group and the SpinCo Group. From and after the Distribution Time, certain Existing Moon Counsel will remain employees of one or more members of the Moon Group and provide legal services to and represent only the Moon Group (“Moon Counsel”), and certain Existing Moon Counsel will become employees of one or more members of the SpinCo Group and provide legal services to and represent only the SpinCo Group (“SpinCo Counsel”). From and after the Distribution Time, (i) Moon Counsel will represent only the Moon Group; (ii) SpinCo Counsel will represent only the SpinCo Group; and (iii) SpinCo Counsel and Moon Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Moon Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Distribution Time in which a Party or another member of its Group was represented by any of the Existing Moon Counsel.
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by members of the Remainco Group prior to the Distribution Effective Time (“Existing Remainco Counsel”) have provided legal services to
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by the Company and its Subsidiaries prior to the Distribution Time (“Existing Company Counsel”) have provided legal services to and jointly represented the Company and its Subsidiaries, including members of the Company Group and the SpinCo Group. From and after the Distribution Time, certain Existing Company Counsel will remain employees of one or more members of the Company Group and provide legal services to and represent only the Company Group (“Company Counsel”) and certain other Existing Company Counsel will become employees of one or more members of the SpinCo Group and provide legal services to and represent only the SpinCo Group (“SpinCo Counsel”). From and after the Distribution Time, (i) the Company Counsel will represent only the Company Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the Company Group and (ii) the SpinCo Counsel will represent only the SpinCo Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the SpinCo Group. The Company and SpinCo have previously been jointly represented by the Existing Company Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Distribution Time in which the Company or another member of its Group was represented by any of the Existing Company Counsel.
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Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by the Company and its Subsidiaries prior to the Distribution Time (“Existing Company Counsel”) have provided legal services to and jointly represented the Company and its Subsidiaries, including members of the Company Group and the SpinCo Group. From and after the Distribution Time, the Existing Company Counsel will remain employees of one or more members of the Company Group and provide legal services to and represent only the Company Group (“Company Counsel”). From and after the Distribution Time, the Company Counsel will represent only the Company Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the Company Group. The Company and SpinCo have previously been jointly represented by the Existing Company Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Distribution Time in which a Party or another member of its Group was represented by any of the Existing Company Counsel.
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Counsel; Privileges; Legal Materials. The Company hereby waives and agrees to not assert, and agrees to cause the other Acquired Entities to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, of SpinCo or any SpinCo Entity or any of their respective officers, directors, managers, employees or representatives (the “Applicable Matters”), by any law firm currently representing the Company or SpinCo in connection with this Agreement and the transactions contemplated hereby (each, a “Prior Company Counsel”). Recognizing that Prior Company Counsel has acted as legal counsel to the Acquired Entities and the SpinCo Entities and certain of the direct and indirect equity holders of Company (as of immediately prior to the Closing) and certain of their respective Affiliates prior to date hereof, and that Prior Company Counsel intends to act as legal counsel to certain of the direct and indirect equity holders of Company (as of immediately prior to the Closing) and their respective Affiliates (which will include SpinCo and other SpinCo Entities and no longer include the Company and the other Acquired Entities) after the Closing, the Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Prior Company Counsel representing any such direct or indirect equity holders of the Company (as of immediately prior to the Closing) or their Affiliates (including SpinCo and the other SpinCo Entities) in respect of the Applicable Matters after the Closing as such representation may relate to the Acquired Entities or this Agreement or the transactions contemplated hereby. The Company further waives and agrees to not assert, and agrees to cause the other Acquired Entities to waive and not assert, any attorney-client privilege with respect to any communications by Prior Company Counsel, on the one hand, and any direct or indirect equity holder of the Company (as of immediately prior to the Closing), or any of their respective Affiliates (including SpinCo and other SpinCo Entities), or the Company or other Acquired Entities, or any of their respective Affiliates (including SpinCo and the other SpinCo Entities), on the other hand, occurring prior to Closing (collectively, “Privileged Communications”). The Company hereby agrees that any attorney-client privilege attaching to any Privileged Communications shall survive the Closing and shall remain in effect with all rights to such Privi...
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Related to Counsel; Privileges; Legal Materials

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Director Notification Information If you are a director of a Singapore Subsidiary, you may need to notify the Singapore Subsidiary in writing within two business days of your receiving an interest (e.g., Performance Units) in the Company or any Subsidiary or within two business days of you becoming a director if such an interest exists at the time. This notification requirement also applies to an associate director of the Singapore Subsidiary and to a shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual). US/INTERNATIONAL EMPLOYEE (EXHIBIT B) SOUTH AFRICA KBR, INC. 2006 STOCK AND INCENTIVE PLAN

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