Protected Communications. Nothing in this Agreement is intended to, or will be used in any way to, limit Executive’s rights to communicate with the Securities and Exchange Commission (the “SEC”) or any other governmental agency, as provided for, protected under or warranted by applicable law, including, but not limited to, Section 21F of the Securities Exchange Act of 1934, as amended, and SEC Rule 21F-7 (the “Protected Communications”). Nothing in this Agreement requires Executive to notify, or obtain permission from, the Company before engaging in any Protected Communications.
Protected Communications. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Amtrol Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (on behalf of the Company Securityholders), and (b) any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Amtrol Company shall thereupon be vested exclusively in the Stockholder Representative and shall be exercised or waived solely as directed by the Stockholder Representative. None of the Amtrol Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder Representative, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor the Stockholder Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have the right (subject to applicable Law and Order and the requirements of any Legal Proceeding) at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunder.
Protected Communications. Nothing in this Agreement (particularly nothing in Paragraphs 10(b) and (f) regarding non-disclosure and non-disparagement) is intended or to be construed to prohibit or interfere with any and all rights Executive may have to report a violation of state or federal law to appropriate federal or state law enforcement officials, or to cooperate with a duly authorized government investigation. In addition, nothing herein prohibits Executive from engaging in a disclosure of information that is required by law (such as by court order or subpoena). Provided, however, that if Executive believes that the disclosure of Confidential Information is required by a subpoena, court order, or similar legal mandate, then Executive will provide the Company reasonable notice and opportunity to protect any legitimate business interests it may have in maintaining Confidential Information as confidential (through protective order or other means) before engaging in such a disclosure.
Protected Communications. Nothing in this Agreement will or is intended to prohibit any communication by any Party permitted by any applicable law, including the National Labor Relations Act, or any communication by any Party with any government agency, including (without limitation) the Equal Employment Opportunity Commission, the Texas Workforce Commission, the United States Securities and Exchange Commission, or the National Labor Relations Board with respect to any possible violation by the Employer or any of its Affiliate of any laws, rules, or regulations.
Protected Communications. Nothing in this Agreement (particularly nothing in Paragraphs 9(b) and (f) regarding non-disclosure and non-disparagement) prohibits Executive from reporting an event that Executive reasonably and in good faith believes is a violation of law to the relevant law enforcement agency, requires advance notice or approval from the Company for such a report, or prohibits cooperating in an investigation conducted by such a government agency. In this context, a disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (“DTSA”) is allowed. The DTSA provides that (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. In addition, nothing herein prohibits Executive from engaging in a disclosure of information that is required by law (such as by court order or subpoena).
Protected Communications. The Parties agree that, immediately prior to the Closing, without the need for any further action, (a) all right, title and interest of any Acquired Entity in and to all Protected Communications shall thereupon transfer to and be vested solely in Sellers, and (b) all expectations of client confidence and protections from disclosure, including attorney–client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Acquired Entity shall thereupon be vested exclusively in Sellers and shall be exercised or waived solely as directed by Xxxxxxx. From and after the Closing, neither the Buyer Entities nor the Acquired Entities shall, or shall have any right to, use or access the Protected Communications. Notwithstanding the foregoing, if a dispute arises between any Buyer Entity and any Acquired Entity, on the one hand, and any other Person (other than Sellers or any of their Representatives), on the other hand, such Buyer Entity and Acquired Entity may exercise all protections from disclosure, including attorney–client privileges and work product protections, associated with or arising from any Protected Communications; provided that none of the Buyer Entities, any Acquired Entity or any Person acting on any of their behalf, shall, without the prior written consent of Sellers, waive or attempt to waive, or take any action that could result in a waiver of, any such protection against disclosure, including the attorney-client privileges or work product protection of, or provide to such Person or its Representatives, any Protected Communication.
Protected Communications. Nothing in this Covenant Agreement or the Employment Agreement is intended to, or will be used in any way to, limit Executive’s rights to communicate with the Securities and Exchange Commission (the “SEC”) or any other governmental agency, as provided for, protected under, or warranted by applicable law, including, but not limited to, Section 21F of the Securities Exchange Act of 1934, as amended, and SEC Rule 21F-7 (the “Protected Communications”). Nothing in this Agreement requires Executive to notify, or obtain permission from, the Company before engaging in any Protected Communications.
Protected Communications. The Parties acknowledge that, immediately prior to the Closing, without the need for any further action: (a) all rights of each YieldCo and its Subsidiaries in and to any and all communications in whatever form, whether written, oral, video, electronic or otherwise, that have occurred between Company Counsel, on the one hand, and the Management Companies, the Group Companies and any of their respective Affiliates and Representatives, on the other hand, relating to or in connection with this Agreement, the events and negotiations leading to this Agreement or any of the transactions contemplated hereby (collectively, the “Protected Communications”), to which the Investors, their respective Affiliates (which Affiliates will not include, for the avoidance of doubt, the Management Companies and the Group Companies) or Representatives were not party, will thereupon be vested solely in the Management Companies and their Affiliates (excluding each YieldCo and its Subsidiaries) and their respective successors in interest; and (b) any and all protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by Vantage, its Subsidiaries and/or the Group Companies will thereupon be vested exclusively in the Management Companies and their Affiliates (excluding each YieldCo and its Subsidiaries) and their respective successors in interest and will be exercised or waived solely as directed by the Management Companies and their Affiliates (excluding each YieldCo and its Subsidiaries) or their respective successors in interest. None of the Group Companies or the Investors or any Person acting on behalf of any of them will, without the prior written consent of the Management Companies and their Affiliates (excluding each YieldCo and its Subsidiaries) or their respective successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any Proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement or any of the transactions contemplated hereby; provided, however, that each YieldCo and its Subsidiaries, including each Group Company...
Protected Communications. Nothing in this Agreement shall prohibit Executive from reporting conduct to, providing information to, or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization.
Protected Communications. You shall not be prohibited, penalized, retaliated against, or terminated for communicating information pursuant to Texas Insurance Code art. 3.70-3C §7(c).
