Common use of Pre-Separation Services Clause in Contracts

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn Group and SpinCo Group, and that each of the members of the Linn Group and SpinCo Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 includes, but is not limited to, services rendered by legal counsel retained or employed by either Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Linn Energy, Inc.), Separation and Distribution Agreement (Riviera Resources, Inc.), Separation and Distribution Agreement (Riviera Resources, LLC)

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Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn Leidos Group and SpinCo the New SAIC Group, and that each of the members of the Linn Leidos Group and SpinCo the New SAIC Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and immunities, or other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 8.7 includes, but is not limited to, services rendered by legal counsel retained or employed by either any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 3 contracts

Samples: Distribution Agreement, Distribution Agreement (Leidos, Inc.), Distribution Agreement (SAIC Gemini, Inc.)

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn Delta Group and SpinCo the Ultra Group, and that each of the members of the Linn Delta Group and SpinCo the Ultra Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and immunities, or other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 7.6 includes, but is not limited to, services rendered by legal counsel retained or employed by either any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Perspecta Inc.), Separation and Distribution Agreement (Perspecta Inc.), Separation and Distribution Agreement (DXC Technology Co)

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn LQ Parent Group and SpinCo the CPLG Group, and that each of the members of the Linn LQ Parent Group and SpinCo the CPLG Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and immunities, or other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by either Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CorePoint Lodging Inc.), Separation and Distribution Agreement (La Quinta Holdings Inc.)

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Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn IR Group and SpinCo the Allegion Group, and that each of the members of the Linn IR Group and SpinCo the Allegion Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and immunities, or other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by either 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 (Allegion PLC), Separation and Distribution Agreement (Allegion PLC)

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Linn CSC Group and SpinCo the CSRA Group, and that each of the members of the Linn CSC Group and SpinCo the CSRA Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities and immunities, or other protections from disclosure which may be asserted under applicable Law, 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-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.9 8.6 includes, but is not limited to, services rendered by legal counsel retained or employed by either any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Appears in 2 contracts

Samples: Master Separation and Distribution Agreement, Master Separation and Distribution Agreement (CSRA Inc.)

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