Common use of Pre-Distribution Services Clause in Contracts

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Time have been and will be rendered for the collective benefit of each of the members of the Ligand Group and the OmniAb Group, and that each of the members of the Ligand Group and the OmniAb Group should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 4 contracts

Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Avista Public Acquisition Corp. II), Separation and Distribution Agreement (Ligand Pharmaceuticals Inc)

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Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the collective benefit of each of the members of the Ligand Xxxxxxx Group and the OmniAb Fortive Group, and that each of the members of the Ligand Xxxxxxx Group and the OmniAb Fortive Group should be deemed to be the client with respect to such pre-Distribution distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 2 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Fortive Corp)

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the collective benefit of each of the members of the Ligand Citrix Group and the OmniAb SpinCo Group, and that each of the members of the Ligand Citrix Group and the OmniAb SpinCo Group and to the fullest extent permitted by Law should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges, immunities, immunities or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, privilege and protection under the work-product doctrine (“Privilege”). The Parties To the fullest extent permitted by Law, Citrix and SpinCo shall have a shared Privilege with respect to all Information information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 6.7(a) includes, but is not limited to, services rendered by legal counsel retained or employed by any Party Citrix or SpinCo (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (LogMeIn, Inc.), Separation and Distribution Agreement (Citrix Systems Inc)

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the collective benefit of each of the members of the Ligand DuPont Group and the OmniAb Chemours Group, and that each of the members of the Ligand DuPont Group and the OmniAb Chemours Group should be deemed to be the client with respect to such pre-Distribution distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 2 contracts

Samples: Separation Agreement, Separation Agreement (Chemours Company, LLC)

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Time have been and will be rendered for the collective benefit of each of the members of the Ligand Inpixon Group and the OmniAb CXApp Group, and that each of the members of the Ligand Inpixon Group and the OmniAb CXApp Group should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (KINS Technology Group, Inc.), Separation and Distribution Agreement (Inpixon)

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Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the collective benefit of each of the members of the Ligand Florida Group and the OmniAb SpinCo Group, and and, to the fullest extent permitted by Law, that each of the members of the Ligand Florida Group and the OmniAb SpinCo Group should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges, immunities, immunities or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, privilege and protection under the work-product doctrine (“Privilege”). The Parties To the fullest extent permitted by Law, Florida and SpinCo shall have a shared Privilege with respect to all Information information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 6.7(a) includes, but is not limited to, services rendered by legal counsel retained or employed by any Party Florida or SpinCo (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 1 contract

Samples: Merger Agreement (FAST Acquisition Corp.)

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the collective benefit of each of the members of the Ligand Parent Group and the OmniAb SpinCo Group, and that each of the members of the Ligand Parent Group and the OmniAb SpinCo Group should be deemed to be the client with respect to such pre-Distribution distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 1 contract

Samples: Separation and Distribution Agreement (N-Able, Inc.)

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Time have been and will be rendered for the collective benefit of each of the members of the Ligand Company Group and the OmniAb SpinCo Group, and that each of the members of the Ligand Company Group and the OmniAb SpinCo Group should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including, but not limited to, the attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 1 contract

Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)

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