Privileged Matters. (a) Vishay and VPG agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to either party or the respective members of their respective Group with respect to the Vishay Business or the MGF Business, including but not limited to the attorney-client, work product privileges or any other applicable privileges (individually, a “Privilege”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information of Vishay, Vishay shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and VPG shall take no action (nor permit any member of its Group to take action) without the prior written consent of Vishay that could result in any waiver of any Privilege that could be asserted by Vishay or any member of its Group under Applicable Law and this Agreement. With respect to Privileged Information of VPG, VPG shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Vishay shall take no action (nor permit any member of its Group to take action) without the prior written consent of VPG that could result in any waiver of any Privilege that could be asserted by VPG or any member of its Group under Applicable Law and this Agreement. The rights and obligations created by this Section 4.6 shall apply to all Information (“Privileged Information”) as to which Vishay or VPG or their respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution. Privileged Information of Vishay and its Group includes but is not limited to (w) any and all Information satisfying the criteria of the preceding sentence regarding the Vishay Business and its Group (other than Information satisfying the criteria of the preceding sentence relating to the MGF Business (“VPG Information”)), whether or not such Information (other than VPG Information) is in the possession of VPG or any member of its Group; and (x) all communications subject to a Privilege between counsel for Vishay (including any Person who, at the time of the communication, was an employee of Vishay or its Group in the capacity of in-house counsel, regardless of whether such employee is or becomes an employee of VPG or any member of its Group) and any Person who, at the time of the communication, was an employee of Vishay, regardless of whether such employee is or...
Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Networks Group, and the members of the Spinco Group, and that each of the members of the MSG Networks Group, and each of the members of the Spinco Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:
(a) MSG Networks shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the MSG Networks Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco. MSG Networks shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Networks Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco.
(b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Networks is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which ...
Privileged Matters. (a) Epitope and Agritope will each maintain, preserve and assert all privileges, including, without limitation, any privilege or protection arising under or relating to any attorney-client relationship (including, without limitation, the attorney-client and work product privileges), that existed prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Party. The rights and obligations created by this paragraph apply to all information as to which, but for the Distribution, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information").
(b) Upon receipt by either party or any of its Affiliates of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other party, or if a party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party, the party will promptly notify the Privileged Party of the existence of the request and will provide the Privileged Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege under this Section 6.6 unless (i) the Privileged Party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilege.
(c) Either party's provision of information to the other party, and either party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the agreement, as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of...
Privileged Matters. 29 SECTION 4.6.
Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.10(a) (the “GE Law Firms”) may serve as counsel to GE and the other members of the GE Group, on the one hand, and the GE O&G Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions, the GE Law Firms may serve as counsel to the GE Group or any director, officer, employee or Affiliate of any member of the GE Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding such representation. In connection with any representation expressly permitted pursuant to the prior sentence, the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of the GE O&G Subsidiaries by the GE Law Firms, and (ii) representation of any member of the GE Group prior to and after the Closing by the GE Law Firms. As to any privileged attorney-client communications between the GE Law Firms and any GE O&G Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing.
(b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications in any form or format whatsoever between or among the GE Law Firms, on the one hand, and GE, any other member of the GE Group or the GE O&G Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by GE, any other member of the GE Group or the GE O&G Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicate...
Privileged Matters. 24 Section 4.6. Ownership of Information.......................................................25
Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a) (the “Impax Law Firms”) may serve as counsel following consummation of the Transactions to the Company Group or any director, officer, employee or Affiliate of any member of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Impax or any of its Affiliates by the Impax Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Impax Law Firms, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Impax, the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that the communication is not privileged.
(b) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litig...
Privileged Matters. (a) Each of the Parties acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx LLP (“Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) has acted as counsel to Seller and its affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In that capacity, each of Xxxxxxxxx and Xxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”).
(b) In connection with the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire representing Seller and its affiliates after the Closing, including with respect to disputes in which the interests of Seller and its affiliates may be directly adverse to the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained in connection with the representations described in Section 5.17(a).
(c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x prior representation of the Company and (ii) Xxxxxxxxx’x and Squire’s representation of Seller and its affiliates prior to and after the Closing.
(d) Subject to Section 5.17(e), Purchaser, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall h...
Privileged Matters. To allocate the interests of each party with respect to Privileged Information, the parties agree as follows:
(a) DHPI shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the DHPI Business, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. DHPI shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI Group, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by DHPI, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP.
(b) RP shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP Business, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. RP shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by RP, whether or not the Privileged Information is in the possession of RP or under the control of DHPI or RP.
(c) DHPI and RP agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions of this
Privileged Matters. (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the First Effective Time have been and will be rendered for the collective benefit of each of the members of the UTC Group, the Carrier Group and the Otis Group and that each of the members of the UTC Group, the Carrier Group and the Otis Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services may be provided following the First Effective Time and prior to the Second Effective Time, which services will be rendered (i) in the event the Carrier Effective Time is the First Effective Time, solely for the benefit of the Carrier Group on the one hand, and each of the members of the UTC Group and the Otis Group, on the other hand, as the case may be, or (ii) in the event the Otis Effective Time is the First Effective Time, solely for the benefit of the Otis Group on the one hand, and each of the members of the UTC Group and the Carrier Group, on the other hand. The Parties recognize that legal and other professional services will be provided following the Second Effective Time, which services will be rendered solely for the benefit of the UTC Group, the Carrier Group or the Otis Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to and/or retention by the other Parties of materials existing as of the applicable Effective Time that are necessary for such services to be rendered for the benefit of the other applicable Parties.
(b) The Parties agree as follows:
(i) UTC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the UTC Business and not to the Carrier Business or the Xxxx Business, whether or not the Privileged Information is in the possession or under the control of any member of the UTC Group or any member of the Carrier Group or the Otis Group. UTC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any UTC Assets or UTC Liabilities resulting from or arising out of any Actions that are now pending or may be asserted in the future, whether or not the Privileged Informati...
