Common use of Protected Communications Clause in Contracts

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. The Parties agree that, immediately prior to the effective as of Closing, without the need for any further action, (a) all right, title and interest of any of the Acquired Entity Companies in and to all Protected Communications shall thereupon transfer to and be vested solely in SellersSeller, and (b) any and 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 Company shall thereupon be vested exclusively in Sellers Seller 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 CommunicationsSeller. Notwithstanding the foregoing, if a dispute arises between any Buyer Entity and Buyer, any Acquired EntityCompany, on the one hand, and any other Person (other than Sellers except for Seller or any of their its Representatives), on the other hand, such Buyer Entity and or the Acquired Entity Companies may exercise any and all protections from disclosure, including attorney–-client privileges and work product protections, associated with or arising from any Protected Communications; provided that provided, that, none of Buyer, the Buyer EntitiesAcquired Companies, any Acquired Entity or any Person acting on any of their behalf, shall, without the prior written consent of SellersSeller, 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. 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 SellersParent, and (b) any and 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 Parent 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 CommunicationsPxxxxx. Notwithstanding the foregoing, if a dispute arises between any a Buyer Entity and or any Acquired Entity, on the one hand, and any other Person (other than Sellers or any of their respective Representatives), on the other hand, a Buyer or such Buyer Entity and Acquired Entity may exercise any and 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 Entitiesany Buyer, any of the Acquired Entity Entities or any Person acting on any of their behalf, behalf shall, without the prior written consent of SellersPxxxxx, 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. The Parties agree that, immediately prior to effective as of the Closing, without the need for any further action, (a) all right, title and interest of any the Acquired Entity in and to all Protected Communications shall thereupon transfer to and be vested solely in SellersSeller, and (b) any and 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 the Acquired Entity prior to Closing shall thereupon be vested exclusively in Sellers Seller 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 CommunicationsSeller. Notwithstanding the foregoing, if a dispute arises between any Buyer Entity and any Buyer, or the Acquired Entity, on the one hand, and any other Person (other than Sellers except for Seller or any of their its Representatives), on the other hand, such Buyer Entity and or the Acquired Entity may exercise any and all protections from disclosure, including attorney–client privileges and work product protections, protections associated with or arising from any Protected Communications, including to prevent Seller and its Representatives from disclosing confidential communications to such other Person; provided that none of Buyer, the Buyer EntitiesAcquired Entity, any Acquired Entity or any Person acting on any of their behalf, shall, without the prior written consent of SellersSeller, 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.