Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII:
(a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that:
(i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”);
(ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”);
(iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and
(iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any applicable privilege or protection afforded Privileged Information.
(b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other.
(c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the ev...
Privileged Information. (a) Each Party hereto acknowledges that (i) each GAMCO Company and each TETON Company has or may obtain Information regarding a TETON Company or GAMCO Company, respectively, or any of its operations, employees, assets or Liabilities, as applicable, that is or may be protected from disclosure pursuant to attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration), claims or other legal matters have been or may be asserted by or against, other otherwise affect, each of both of GAMCO or TETON (or the GAMCO Companies or TETON Companies) ("Litigation Matters"); (iii) GAMCO and TETON have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution; and (iv) GAMCO and TETON intend that the transactions contemplated by this Agreement, the Transition Agreement and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege.
(b) Each of GAMCO and TETON agrees, on their own behalf and on behalf of the GAMCO Companies and the TETON Companies, respectively, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the GAMCO Assets, GAMCO Businesses, GAMCO Companies or GAMCO Liabilities or the TETON Assets, TETON Businesses, TETON Companies or TETON Liabilities as it or they existed at the time of the Distribution or relating to or arising in connection with the relationship between the constituent elements of the GAMCO Companies and the TETON Companies on or prior to the time of the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension, debarment, criminal i...
Privileged Information. 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 any other Group for any period prior to the Distribution Date ("Privilege" or "Privileges"). The parties hereto shall use 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 parties. With respect to each party, the rights and obligations created by this Section 6.07 shall apply to all information as to which a member of any Group did assert or, but for the Distribution, would have been entitled to assert the protection of a Privilege ("Privileged Information") including, but not limited to, any and all information that either:
(i) was generated or received prior to the Distribution Date but which, after the Distribution, is in the possession of a member of another Group; or
(ii) is generated or received after the Distribution Date but refers to or relates to Privileged Information that was generated or received prior to the Distribution Date.
Privileged Information. “Privileged Information” has the meaning set forth in Section 6.5(a).
Privileged Information. Buyer shall not be required to disclose or to allow access to any information or documents if such disclosure or access would violate any law or may operate to waive any applicable privilege, including peer review privilege and work product privilege.
Privileged Information. Contractor shall provide any and all information systems security findings and recommendations under privileged access, or a similar level of protection, in order to guard against revealing potential security issues that put the City, citizens, and businesses at risk.
Privileged Information. Information considered as privileged and confidential consists of all information received orally, in writing, in electrical or in any other form which concerns the Parties, Parties’ IT- systems, or other information which the Parties consider to be privileged and confidential. Privileged and confidential information consists also of any copies or extracts of documents containing privileged and confidential information or which have been drafted based on these documents. Privileged and confidential information is not considered to be information which is publicly available.
Privileged Information. All Information as to which LTC, Healthcare or any of their Subsidiaries are entitled to assert the protection of a Privilege.
Privileged Information. Each party shall (and shall cause the members ---------------------- of its Group to) use its reasonable efforts to maintain, preserve, protect and assert all privileges against disclosure (including the attorney-client privilege, the attorney work product privilege and the self-evaluation privilege) that apply to any Books and Records or other information of any member of any other Group relating to any period before the Distribution Date ("Privilege" or "Privileges"). Each party shall use its reasonable efforts not to waive (or permit any member of its Group to waive) any such Privilege that could be asserted under applicable Law without the prior written consent of the other party or parties having the right to assert or waive such Privilege pursuant to this Section. HCS shall be entitled in perpetuity to require the assertion, or to decide whether to consent to the waiver, of any and all Privileges which relate primarily to the Health Care Systems Business or to Health Care Systems Liabilities; SEB shall be entitled in perpetuity to require the assertion, or to decide whether to consent to the waiver, of all Privileges which relate primarily to the Semiconductor Equipment Business or to Semiconductor Equipment Liabilities; and IB shall be entitled in perpetuity to require the assertion, or to decide whether to consent to the waiver, of all Privileges which relate primarily to the Instruments Business or to Instruments Liabilities.
Privileged Information. Privileged information such as confidential credentials and related personal references normally sought at the time of employment are specifically exempted from such review. The administrator shall, in the presence of the employee's authorized representative, remove such credentials and confidential reports from the file prior to a review of the file by the employee.
