Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Time to each of Ligand and OmniAb. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Ligand or OmniAb, as the case may be, while other such post-Distribution services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Ligand and OmniAb. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows: (i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Ligand and OmniAb shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and (ii) Except as otherwise provided in Section 6.7(c)(i), Privileged Information relating to post-Distribution services provided solely to one of Ligand or OmniAb shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Ligand Pharmaceuticals Inc), Separation and Distribution Agreement (Avista Public Acquisition Corp. II)
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Ligand Citrix and OmniAbSpinCo. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Ligand Citrix or OmniAbSpinCo, as the case may be, while other such post-Distribution services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Ligand Citrix and OmniAbSpinCo. With To the fullest extent permitted by Law, with respect to such post-post- Distribution services and related Privileged Information, the Parties agree as follows:
(i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Ligand Citrix and OmniAb SpinCo shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, disputes or other matters at issue; and
(ii) Except as otherwise provided in Section 6.7(c)(i6.7(b)(i), Privileged Information relating to post-Distribution services provided solely to one of Ligand Citrix or OmniAb SpinCo shall not be deemed shared between the Parties, ; provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (LogMeIn, Inc.), Separation and Distribution Agreement (Citrix Systems Inc)
Post-Distribution Services. The Parties parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Ligand the Company and OmniAbSpinCo. The Parties parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Ligand the Company or OmniAbSpinCo, as the case may be, while other such post-Distribution services may be rendered with respect to claims, proceedings, litigation, disputes, Actions or other matters which involve both Ligand the Company and OmniAbSpinCo. With To the fullest extent permitted by Applicable Law, with respect to such post-Distribution services and related Privileged Information, the Parties parties agree as follows:
(i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Ligand the Company Group and OmniAb the Tiger Group shall be subject to a shared Privilege among the Parties parties involved in the claims, proceedings, litigation, disputes, disputes or other matters at issue; and
(ii) Except as otherwise provided in Section 6.7(c)(i6.07(b)(i), Privileged Information relating to post-Distribution services provided solely to one of Ligand the Company Group or OmniAb the Tiger Group shall not be deemed shared between the Parties, parties; provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Applicable Law.
Appears in 2 contracts
Samples: Separation, Distribution and Sale Agreement (Transportation Systems Holdings Inc.), Separation, Distribution and Sale Agreement (Westinghouse Air Brake Technologies Corp)
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Time to each of Ligand the Company and OmniAbSpinCo. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Ligand the Company or OmniAbSpinCo, as the case may be, while other such post-Distribution services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Ligand the Company and OmniAbSpinCo. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows:
(i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Ligand the Company and OmniAb SpinCo shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and
(ii) Except as otherwise provided in Section 6.7(c)(i), Privileged Information relating to post-Distribution services provided solely to one of Ligand the Company or OmniAb SpinCo shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information Information, or (y) otherwise to share Privileged Information without waiving in a manner that would waive any Privilege which could be asserted under applicable Law.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)