Common use of Privilege Matters Clause in Contracts

Privilege Matters. (a) Each of the parties hereto shall, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, use its reasonable efforts to maintain, preserve, protect and assert all privileges including, without limitation, all privileges arising under or relating to the attorney-client relationship (including without limitation the attorney-client and attorney work product privileges) that relate directly or indirectly to any member of the other Group for any period prior to the Initial Public Offering Date (“Privilege” or “Privileges”). Each of the parties hereto shall use its reasonable efforts not to waive, or permit any member of its Group over which it has legal or effective direct or indirect control to waive, any such Privilege that could be asserted under applicable law without the prior written consent of the other party. With respect to each party, the rights and obligations created by this Section 2.3 shall apply to all information as to which a member of any Group did assert or, but for the Initial Public Offering, would have been entitled to assert the protections of a Privilege (“Privileged Information”) including, without limitation, any and all information that either: (i) was generated or received prior to the Initial Public Offering Date but which, after the Initial Public Offering, is in the possession of a member of another Group; or (ii) is generated or received after the Initial Public Offering Date but refers to or relates to Privileged Information that was generated or received prior to the Initial Public Offering Date. (b) Upon receipt by a party or any member of its Group of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information, or if a party or any member of its Group obtains knowledge that any current or former employee of such party or any member of its Group has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information, such party shall promptly notify the other parties of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 2.3 or otherwise to prevent the production or disclosure of Privileged Information. No party will, or will permit any member of its Group over which it has direct or indirect legal or effective control to, produce or disclose any information arguably covered by a Privilege under this Section 2.3 unless: (i) the other party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, nonappealable order finding that the information is not entitled to protection under any applicable privilege.

Privilege Matters. (a) Each of the parties hereto shall, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, use its reasonable efforts to maintain, preserve, protect and assert all privileges including, without limitation, all privileges arising under or relating to the attorney-client relationship (including without limitation the attorney-client and attorney work product privileges) that relate directly or indirectly to any member of the other Group for any period prior to the Initial Public Offering Distribution Date (“Privilege” PRIVILEGE or “Privileges”PRIVILEGES). Each of the parties hereto shall use its reasonable efforts not to waive, or permit any member of its Group over which it has legal or effective direct or indirect control to waive, any such Privilege that could be asserted under applicable law Law without the prior written consent of the other party. With respect to each party, the rights and obligations created by this Section 2.3 9.3 shall apply to all information as to which a member of any Group did assert or, but for the Initial Public OfferingDistribution, would have been entitled to assert the protections of a Privilege (“Privileged Information”PRIVILEGED INFORMATION) including, without limitationbut not limited to, any and all information that either: (i) was generated or received prior to the Initial Public Offering Distribution Date but which, after the Initial Public OfferingDistribution, is in the possession of a member of another Group; or (ii) is generated or received after the Initial Public Offering Distribution Date but refers to or relates to Privileged Information that was generated or received prior to the Initial Public Offering Distribution Date. (b) Upon receipt by a party or any member of its Group of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information, or if a party or any member of its Group obtains knowledge that any current or former employee of such party or any member of its Group has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information, such party shall promptly notify the other parties of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 2.3 9.4 or otherwise to prevent the production or disclosure of Privileged Information. No party will, or will permit any member of its Group over which it has direct or indirect legal or effective control to, produce or disclose any information arguably covered by a Privilege under this Section 2.3 9.4 unless: (i) the other party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, nonappealable order finding that the information is not entitled to protection under any applicable privilege. (c) The parties hereto understand and agree that the transfer of any books and records or other information between any members of the CSC Group or the Spinco Group shall be made in reliance on the agreements of CSC and Spinco as set forth in this Article IX, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 9.1, the agreement to provide witnesses and individuals pursuant to Section 9.2 and the transfer of Privileged Information to either party pursuant to this Section 9.3 shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 9.3 or otherwise.