Privilege and Related Matters Sample Clauses

Privilege and Related Matters. Purchaser acknowledges that Sellers and the Companies have been represented by the law firms of Xxxxxxxx & Xxxxx LLP and Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P. (the “Firms”) in connection with the transactions contemplated by this Agreement. The parties agree that, while the representation by the Firms in such transactions has, in part, nominally been of the Companies, the true clients have been Parent, certain of its members and the other Sellers. As a consequence, the parties agree that: (i) the holder of the privilege with respect to any discussions with any client of either Firm relative to such transactions on or prior the Closing Date will be Sellers and such members and no Company shall have no rights thereto; and (ii) that none of the parties hereto shall take any action to attempt to disqualify either Firm from representing any Seller in connection with any dispute relating to this Agreement, any related agreement or any such transactions based on the representation by such Firm of any Company in connection therewith on or prior to the Closing Date. * * * * * [The remainder of this page is intentionally left blank.]
Sample 1
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Privilege and Related Matters. It is acknowledged by each of the parties hereto, including the Stockholder Representative, that the Company has engaged certain outside attorneys, accountants and other advisors and representatives in connection with various pending or threatened Litigation and other matters, including without limitation Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, KPMG LLP and PricewaterhouseCoopers LLP in connection with certain matters arising out of the Consumer Products Purchase Agreement and the transactions contemplated thereby (such advisors and representatives, collectively, the “Existing Advisors” and such Litigation and other matters, collectively, the “Existing Matters”). It is expressly agreed by each of the parties hereto, including the Stockholder Representative, that such Existing Advisors have been engaged by the Company with respect to the Existing Matters, and not by the Stockholder Representative, the Significant Shareholders or any other Person and all work product, which has been shared with the Company, prepared by the Existing Advisors for the Company in connection with any Existing Matter (for the avoidance of doubt, not including internal correspondence among employees of the Existing Advisors), and any attorney-client privilege relating thereto, belongs solely to the Company and not to the Stockholder Representative, the Significant Shareholders or any other Person. To the extent that any material subject to the attorney-client privilege or work product doctrine, as regards the Existing Matters, has been shared with the Stockholder Representative or the Significant Shareholders, whether prior to or after the date hereof, it is the parties’ desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under the attorney-client privilege of the Company or the work product doctrine. The Stockholder Representative agrees that, from and after the Closing, (a) it shall not, and shall cause the Significant Shareholders not to, seek to have any Existing Advisor disqualified from representing the Company in connection with any Existing Matter, and (b) the Company will have the sole and exclusive right to decide whether or not to waive any attorney-client privilege or work product protection that may apply with respect to any communications or materials prepared in connection with any Existing Matter and shared with the Company (for the avoidance of doub...
Sample 1
Privilege and Related Matters. The Parties acknowledge that the Member Representative has been represented by Bxxxx Xxxx LLP in connection with the transactions contemplated under this Agreement. The Parties agree that: (a) the holder of the privilege with respect to any discussions with any client of Bxxxx Xxxx LLP relative to these transactions on or prior to the Closing Date will be the Member Representative; and (b) neither Buyer, any Seller nor the Company shall take any action to attempt to disqualify Bxxxx Xxxx LLP from representing the Member Representative, any Seller or any of their respective Affiliates in connection with any dispute relating to this Agreement, any agreement executed in connection herewith or the transactions based on the representation by Bxxxx Xxxx LLP of the Member Representative in connection with the transactions contemplated by this Agreement or of the Company on or prior to the Closing Date.
Sample 1
Privilege and Related Matters. Buyer acknowledges that Seller and the Companies have been represented by Seller’s legal department and the law firms of Xxxxx & XxXxxxxx LLP, Xxxxxxx LLP, Xxxxxxxx Xxxxxx, Xxxxxx & Xxxxxxxx and, only with respect to advice on water right, Holland & Xxxx (collectively, “Legal Advisors”) in connection with the transactions contemplated herein. Buyer acknowledges that, while the representation by the Legal Advisors in the transactions contemplated herein has, in part, nominally been of the Companies, the true clients have been Seller and its Affiliates (other than the Companies). As a consequence, Buyer acknowledges and agrees that: (a) the holder of the privilege with respect to any discussions with any client of the Legal Advisors relative to the transactions contemplated herein on or prior the Closing Date will be Seller and no Company shall have any rights thereto; (b) it shall not take, and after Closing shall prevent any Company from taking, any action to attempt to disqualify any Legal Advisor from representing Seller or any of its Affiliates in connection with any dispute relating to this Agreement, any transaction agreements or documents related to this Agreement or the transactions contemplated herein based on the representation by any Legal Advisor of any Company in connection therewith on or prior to the Closing Date; and (c) after Closing, it shall, and shall cause any Company to, waive any conflicts that may arise in connection with any Legal Advisor representing Seller or any of its Affiliates.
Sample 1
Privilege and Related Matters. Heartland acknowledges that MBI is a closely-held corporation and that one or more stockholders of MBI may require legal counsel with respect to this Agreement, the Confidentiality Agreement, the Inducement Agreement and/or the Merger after the Closing. Heartland further acknowledges that Xxxxxxx Xxxxxxxx Xxxxxx LLP has represented MBI and is adverse to Heartland in the Merger. As a consequence, from and after the Closing, the parties agree that: (a) the holder of the privilege with respect to any discussions on or prior to the Closing Date with Xxxxxxx Xxxxxxxx Xxxxxx LLP, relative to the Merger will be the stockholders of MBI and Heartland (as successor to MBI) shall not have any rights thereto; and (b) that none of the parties shall take any action to attempt to disqualify Xxxxxxx Xxxxxxxx Xxxxxx LLP from representing the stockholders of MBI in connection with any dispute relating to this Agreement, the Confidentiality Agreement, the Inducement Agreement or the Merger based on the representation by Xxxxxxx Xxxxxxxx Xxxxxx LLP of MBI in connection therewith on or prior to the Closing Date.
Sample 1

Related to Privilege and Related Matters

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Definitions and Related Matters SECTION 1.1

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Employee and Related Matters (a) Following the Effective Time, MB shall maintain or cause to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent that such service was recognized immediately prior to the Closing Date under a comparable TCG Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided, that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service.

  • Employment Related Matters Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

  • Indemnification and Related Matters Section 8.01

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