Legal Privileges. The Seller and the Purchaser acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Assets and the Business shall, from and after the Closing Date, be deemed joint privileges of the Seller and the Purchaser. Both the Seller and the Purchaser shall use all commercially reasonable efforts after the Closing Date to preserve all privileges and neither the Seller nor the Purchaser knowingly waive any such privilege without prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. Lockheed Xxxxxx and Newco acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Transferred Assets or the Assumed Liabilities, shall, from and after the Closing Date, be deemed joint privileges of Lockheed Xxxxxx and Newco. Both Lockheed Xxxxxx and Newco shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Lockheed Xxxxxx nor Newco shall knowingly waive any such privilege without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed).
Legal Privileges. Except as to attorney-client work product and other legal privileges with respect to the negotiation of, and matters relating to, the Contemplated Transactions, Seller and Buyer acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities shall, from and after the Closing Date, be deemed common privileges of Seller and Buyer to the extent that Seller and Buyer have common interests in the matter. Both Seller and Buyer shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Seller nor Buyer shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. Parent, Buyer and TTSI acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to TTSI and the TTS Business (including, without limitation, with respect to the Contributed Assets, Transferred Intellectual Property, Excluded Assets, Assumed Liabilities and Excluded Liabilities) shall, from and after the Closing Date, be deemed joint privileges of Seller Companies, Buyer and TTSI. Each of Seller Companies, TTSI and Buyer shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and none of Seller Companies, TTSI nor Buyer shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. The Principal Equity Holders, the Merger Sub and the Parent acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the business prior to the Closing shall, from and after the Closing Date, be deemed to be joint privileges of the Principal Equity Holders, Merger Sub and Parent. Each of the Principal Equity Holders, Merger Sub and Parent shall use commercially reasonable efforts after the Closing Date to preserve all such privileges and neither the Principal Equity Holders nor Parent or Merger Sub shall knowingly waive any such privilege without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. The Company acknowledges and agrees that all attorney-client, work product and other legal privileges (collectively, “Legal Privileges”) that may exist with respect to RG shall, from and after the Effective Time, be deemed joint privileges of the holders of RG Units, the Surviving Company and the Company. Each of the holders of RG Units, the Surviving Company and the Company shall use all commercially reasonable efforts after the Effective Time to preserve all privileges and none of the holders of RG Units, the Surviving Company or the Company shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, from and after the Effective Time, (i) the holders of RG Units shall be the sole holder of the Legal Privileges with respect to the engagement of Skadden by RG (which shall not pass to the Surviving Company or the Company upon the consummation of the transactions contemplated by this Agreement) and none of the Surviving Company, the Company or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that files of Skadden in respect of such engagement constitute property of RG (as the client), only the holders of RG Units (and none of the Surviving Company, the Company or any of their respective Affiliates) shall hold such property rights and (iii) Skadden shall not have any duty of any type or manner to reveal or disclose all or any portion of any communications subject to any Legal Privilege or any files to the Surviving Company, the Company or any of their respective Affiliates by reason of any attorney-client relationship between Skadden and RG or any of their respective Affiliates or otherwise. The preceding sentence is irrevocable, and no term thereof may be amended, waived or modified in any respect, without the prior written consent of Skadden and TCP, on behalf of the holders of RG Units.
Legal Privileges. The Company acknowledges and agrees that all attorney-client, work product and other legal privileges (collectively, "Legal Privileges") that may exist with respect to Table of Contents
Legal Privileges. Except as provided in paragraph 4.2, nothing in this Agreement is intended to or shall be deemed to constitute or require any waiver of any privilege or other legal protection (such as the attorney-client privilege, the work product doctrine and the quality assurance privilege) applicable to, relating to or arising out of (i) the relationship between Covered Entity and Business Associate,
Legal Privileges. The Parties acknowledge and agree that, except in respect of any disputes between Seller Companies and their respective Affiliates on the one hand and Buyer Companies, MTC and their respective Affiliates on the other hand, all attorney-client, work product and other legal privileges that may exist with respect to the Transferred Assets (including Managed Transponder Contract Assets), Excluded Assets, Assumed Liabilities (including Managed Transponder Contract Liabilities), or Excluded Liabilities shall, prior to, from and after the Closing Date, be deemed joint privileges of Sellers and Buyer (or MTC). Each of the Parties shall use commercially reasonable efforts after the Closing Date to preserve all such privileges and no Party shall knowingly waive any such privilege without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. The Parties acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to a Party’s involvement in the Company Business shall, from and after the Closing Date, be deemed joint privileges of the Parties. Each Party shall use, and cause the Company to use, all commercially reasonable efforts after the Closing Date to preserve all privileges, and no Party shall knowingly waive, or cause the Company to knowingly waive, any such privilege without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).
