Legal Professional Privilege Sample Clauses

Legal Professional Privilege. The Respondent repeats its objection in relation to Request No.
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Legal Professional Privilege. The Agent and the Directors acknowledge and agree that they act as agents of the Bank in making or receiving any communications, whether written, oral or partly one and partly the other, to or from any lawyers acting for the Bank, whether the lawyers are employed by the Bank or are engaged externally by the Bank.
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Legal Professional Privilege. Nothing in this MOU: (a) entitles or requires a person to disclose information that is the subject of legal professional privilege; or (b) affects the law or practice relating to legal professional privilege.
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Legal Professional Privilege. The Respondent repeats its objection in relation to Request No. 1. If production is ordered, the Respondent anticipates making a claim for legal professional privilege over all of these documents on the basis that the documents record communications between legal advisers for or on behalf of the State of Western Australia for the dominant purpose of seeking legal advice in relation to the Amendment Act and are therefore privileged. The State of Western Australia has not waived privilege over the documents sought in this request for the following reasons. The Claimant, correctly, does not assert that the Respondent has expressly waived legal professional privilege in the requested documents. Rather, it appears that the Claimant asserts that the Respondent impliedly waived privilege. The well-settled test for implied waiver of legal professional privilege in Australia is whether the person entitled to the privilege has conducted themselves in a way that is inconsistent with maintaining the confidentiality of the communication.1 The assessment of the person's conduct is to be made in the context and circumstances of the case, and in the light of any considerations of fairness arising from that context or those circumstances.2 The Claimant has the onus of establishing waiver.3 The Claimant asserts that “any legal privilege… has been waived as a result of the Respondent/WA having shared the same with the Australian media”, but has not adduced any evidence in support of that assertion. The Claimant has not discharged the burden of proof in relation to waiver. Disclosure of the conclusion, gist, substance or effect of legal advice may amount to a waiver of privilege depending on the circumstances of the case.4 In any event, there is no implied waiver as the WAToday article does not disclose the conclusion, gist, substance or effect of Xxxxxxx Xxx'x advice. Disclosure of instructions does not disclose the conclusion, gist, substance or effect of the advice. This is particularly true where the purported disclosure is of instructions to not consider a particular issue in the substantive advice. Legal professional privilege has been held not to have been waived even where the holder of the privilege has issued a press release revealing the conclusions reached in the privileged advice.5 Considerations of fairness also do not support a conclusion that privilege has been waived. Reply There is no proper basis for the Respondent’s objection, and Request 2 is maintained a...
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Legal Professional Privilege. Supplier acknowledges that certain documents, data and databases to which Supplier has access or created by Supplier for Client and all associated communications thereto may be subject to the legal professional client privilege (“Privileged Work Product”) and that Supplier is performing the services in respect of Privileged Work Product as an agent of Client. Client shall notify Supplier of any Privileged Work Product to which Supplier has or may have access. After the Supplier Contract Manager is notified or otherwise becomes aware that such documents, data, database or communications are Privileged Work Product, only Project Staff for whom such access is necessary for the purpose of providing Services to Client as provided in the applicable Service Agreement may have access to Privileged Work Product. Should Supplier ever be notified of any judicial or other proceeding seeking to obtain access to Privileged Work Product, Supplier shall: (a) immediately notify Client; and (b) take such reasonable actions (at Client’s cost) as may be specified by Client to resist providing such access. Client shall have the right to approve any legal representation selected by Supplier in such resistance. If Supplier is ultimately required, pursuant to an order of a court of competent jurisdiction, to produce documents, disclose data or otherwise act in contravention of the confidentiality obligations imposed in the applicable Service Agreement or otherwise with respect to maintaining the confidentiality, proprietary nature and secrecy of Privileged Work Product, Supplier shall not be liable for breach of such obligation. Client shall indemnify Supplier against any liability of expenses (including reasonable attorneys’ fees and expenses) arising out of Supplier’s compliance with obligations pursuant to this Section 15.7).
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Legal Professional Privilege. 9.1 In Australia, legal professional privilege is a rule of law protecting communications between legal practitioners and their clients from disclosure under compulsion of court or statute. What this means is that anything you say to me is kept strictly confidential by me. I cannot pass on anything you communicate with me, such as anything we discuss in person, via email, letter or other form of communication letter between us unless I have your approval to do so. The Government, a Court or Tribunal, a judge, a police officer and even your family cannot force me to reveal what you and I discuss. The law protects you under Legal Professional Privilege.
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Legal Professional Privilege. 14.1 The Buyer agrees to provide and procure that the Company provides information to the Seller which is intended to be protected by legal professional privilege on the following conditions: 14.1.1 the parties agree that no such privilege shall be waived as a result of it being so provided; and 14.1.2 the Seller undertake to take all reasonable steps to preserve any privilege in any documents or communications shared with them by not sharing any such documents or communications with anyone without the Buyer's prior written consent (not to be unreasonably withheld or delayed). 47322754.13 68 SCHEDULE 5 – COMPLETION Part A – Documents to be delivered by the Seller 1. Transfer of the Shares duly executed by Seller in favour of the Buyer together with the relevant share certificate(s) (or an indemnity in any form reasonably requested by the Buyer in relation to any missing certificates). 2. The written resignations (executed as a deed) of Rxxxxxx Xxxx and Cxxxx Xxxxxxxxx (the Officers) from the Officers' office as set out in Schedule 2 with the Parent and the Company in the Agreed Form. 3. An acknowledgement and release in the Agreed Form from the Seller releasing the Parent and the Company from: 3.1 any claims the Seller or any Associate of the Seller may have against the Parent or the Company; 3.2 any sums due, owing or outstanding between the Seller or any Associate of the Seller and the Parent or the Company; and 3.3 any commitments, liabilities and obligations which may be owing to the Seller or any Associate of the Seller by the Parent or the Company. 4. The Disclosure Letter executed by the Seller and the Disclosure Documents. 5. A letter from the Seller confirming that they have ceased to be a registrable person (within the meaning of section 790C of the Companies Act 2006) in relation to the Parent and the Company. 6. The certificate(s) of incorporation (including any on change of name) and common seal, statutory minute books and registers (made up to the date of Completion) of the Parent and the Company, if any. Companies House WebFiling security and authentication codes for the Parent and the Company, if any. 7. A certified copy of any power of attorney under which any document delivered on Completion has been executed on behalf of the Seller. 8. Statements from each bank at which the Parent and the Company has an account giving the balance at close of business on the last Business Day before Completion and all cheque books in current use. 9. Copie...
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Legal Professional Privilege. In conclusion practitioners and specialists from all forces expressed overwhelming support for a national collaboration agreement.
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Related to Legal Professional Privilege

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, 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. URSI, 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 Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, 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. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Legal Process If any legal action is brought against your account, we may pay out funds according to the terms of the action or refuse any payout until the dispute is resolved. Any expenses or attorney fees we incur responding to legal process may be charged against your account without notice, unless prohibited by law. Any legal process against your account is subject to our lien and security interest.

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Scope of Professional Services 3.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages CONTRACTOR to provide all labor, materials and equipment to complete the Project/Service in accordance with the Scope of Services, attached hereto and incorporated herein as Attachment A, as modified or clarified by Addendum(s) # , dated , attached hereto and incorporated herein by reference as Attachment B. It is understood that the Scope of Services may be modified by change order as the Project/Service progresses, but to be effective and binding, any such change order must be in writing, executed by the parties, and in accordance with the COUNTY’s Purchasing Policies and Procedures. A copy of these policies and procedures shall be made available to the CONTRACTOR upon request. 3.2 The term of this Agreement shall be as follows (please check box): The parties acknowledge that this is a project specific agreement and that the single Project/Service shall be completed by the CONTRACTOR within ( ) calendar days after the Notice to Proceed is issued. The CONTRACTOR and COUNTY acknowledge that this Agreement is for a twelve (12) month term and that the CONTRACTOR shall complete the work as specified in the Scope of Services. The COUNTY has the option to renewal this Agreement for four (4) additional one (1) year period(s). The prices set forth in this Agreement shall prevail for the full duration of the initial contract term unless otherwise indicated elsewhere in this document. Prior to completion of each exercised contract term, the COUNTY may consider an adjustment to price based on changes in the following pricing index: CPI. It is the CONTRACTOR’s responsibility to request any pricing adjustment in writing under this provision. The CONTRACTOR’s written request for adjustment should be submitted thirty (30) calendar days prior to expiration of the then current contract term and clearly substantiate the requested increase. The written request for adjustment should not be in excess of the relevant pricing index change. If no adjustment request is received from the CONTRACTOR, the COUNTY will assume that the CONTRACTOR has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period shall not be considered. The COUNTY reserves the right to reject any written price adjustments submitted by the CONTRACTOR and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a COUNTY’s prerogative, and not a right of the CONTRACTOR. This prerogative will be exercised only when such continuation is clearly in the best interest of the COUNTY. All work shall be performed in accordance with good commercial practice. The work schedule and completion dates shall be adhered to by the CONTRACTOR except in such cases where the completion date will be delayed due to acts of God, strikes, or other causes beyond the control of the CONTRACTOR. In these cases, the CONTRACTOR shall notify the COUNTY of the delays in advance of the original completion so that a revised delivery schedule can be appropriately considered by the COUNTY. No additional days shall be granted for rain delays. 3.3 The CONTRACTOR shall be solely responsible for obtaining all necessary approvals and permits to complete the Project/Service. 3.4 The CONTRACTOR shall remain appropriately licensed and/or employ the services of a subcontractor who is appropriately licensed throughout the course of the Project/Service. Failure to maintain all required licenses shall entitle the COUNTY, at its option, to terminate this Agreement. 3.5 Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency facility may be added to this Agreement at the option of the County. When required by the pricing structure of the Agreement, the CONTRACTOR shall be invited to submit price quotes for these additional facilities. The additional site(s) shall be added to this Agreement by formal modification. The COUNTY may obtain price quotes for the additional facilities from other vendors in the event that fair and reasonable pricing is not obtained from the CONTRACTOR or for other reasons at the County’s discretion. Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency may delete service for any facility when such service is no longer required, upon fourteen (14) calendar days written notice. 3.6 The CONTRACTOR acknowledges that it has sufficient understanding of the nature and location of the work; the general and local conditions, including but not limited to, those bearing upon transportation, disposal, handling and storage of materials; availability of labor, water, electric power, and roads; and uncertainties of weather or similar physical conditions at the site; the character of equipment and facilities needed preliminary to and during the completion of the Project/Service. The CONTRACTOR further acknowledges that the CONTRACTOR has satisfied itself as to the character, quality and quantity of surface and subsurface materials, obstacles or conditions of the site. Any failure by the CONTRACTOR to acquaint itself with any aspect of the work or with any of the applicable conditions shall not relieve the CONTRACTOR from responsibility for adequately evaluating the difficulty or cost of successfully performing the work required, nor shall it be considered a basis for any claim for additional time or compensation. The COUNTY assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the COUNTY. The COUNTY also assumes no responsibility for any understanding or representations made by its officers or agents during or prior to the execution of this contract, unless such understanding or interpretations are made in writing and incorporated herein by reference. 3.7 If required, the Contractors shall attend a mandatory pre-bid meeting. Whether or not there is a mandatory or non-mandatory pre-bid, the contractor shall be required to carefully examine any supplied drawings and/or specifications and be thoroughly aware regarding any and all conditions that may in any manner affect the work to be performed under the contract. If a pre-bid meeting is not required the Contractor shall visit the site to familiarize themselves with the Project/Service, see existing conditions, and take measurements. No additional allowances will be made for lack of knowledge of these conditions. 3.8 In the event of any conflict between the drawings and specifications contained within this Agreement, the following shall govern: A. Addenda shall supersede all other contract documents to the extent specified in the addenda. Subsequent addenda shall supersede prior to addenda only to the extent specified therein. B. Drawings and specifications are intended to agree and be mutually complete. Any item not contained within the drawings, but contained in the specifications, or vice-versa, shall be provided and/or executed as shown in either the drawing or specification at no extra costs to the COUNTY. Should anything not included in either the drawing and/or the specifications be necessary for the proper construction and/or operation of the Project/Service as herein specified, or should any error or disagreement between the specifications and drawings exist or appear to exist, the CONTRACTOR shall not derive unjust benefit thereby, or use such disagreement counter to the best interests of the COUNTY. The CONTRACTOR shall immediately notify the COUNTY’s Project Manager of any discrepancy and await the Project Manager’s direction before proceeding with the work in question. 3.9 CONTRACTOR acknowledges and agrees that CONTRACTOR shall utilize the U.S. Department of Homeland Security’s E-Verify system in accordance with the terms governing use of the system to confirm the employment eligibility of: A. All persons employed by the CONTRACTOR during the term of this Agreement to perform employment duties within Lake County; and B. All persons, including subcontractors, assigned by the CONTRACTOR to perform work pursuant to the contract. 3.10 CONTRACTOR acknowledges and agrees that, in accordance with Section 255.099, Florida Statutes, if the Project/Service assigned to CONTRACTOR is being supported in whole or in part by State funding the CONTRACTOR shall give preference to the employment of state residents in the performance of the work on the Project/Service if state residents have substantially equal qualifications to those of non- residents. If the CONTRACTOR is required to employ state residents, the CONTRACTOR shall contact the Department of Economic Opportunity to post the employment needs in the State’s job bank system. However, in work involving the expenditure of federal aid funds, this section may not be enforced in such a manner as to conflict with or be contrary to federal law prescribing a labor preference to honorably discharged soldiers, sailors, or marines, or prohibiting as unlawful any other preference or discrimination among the citizens of the United States.

  • Professional Conferences Professional conferences are those conferences sponsored by educational organizations, institutions of higher learning, and government and industry concerning teaching, learning and educational research. When a full-time or part-time faculty member’s attendance at a professional conference conflicts with his/her regular assignment, the faculty member must submit a request for attendance to the appropriate Xxxx, Director, or Supervisor. If granted, the attendance at the conference will be considered leave with pay, and a follow-up report of the conference shall be submitted to the appropriate Supervisor.

  • Contract for Professional Services of Physicians Optometrists, and Registered Nurses

  • Professional Service Consultant agrees that all services and work performed under this agreement will be accomplished in a professional manner, in accordance with the accepted standards of Contractor’s profession.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

  • Labor Cooperation The Parties shall enhance their communication and cooperation on labor, social security and environment issues through Memorandum of Understanding on Labor Cooperation between the Government of the People's Republic of China and the Government of the Republic of Peru.

  • Cooperation with Inspector General Grantee understands its duty, pursuant to Section 20.055(5), Fla. Stat., to cooperate with Florida Housing’s Inspector General in any investigation, audit, inspection, review, or hearing. Grantee will comply with this duty and ensure that any contracts issued under this Agreement impose this requirement, in writing, on its subcontractors.

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