Common use of Protected Communications Clause in Contracts

Protected Communications. The Parties agree that, effective as of the Closing, without the need for any further action, (a) all right, title and interest of the Acquired Entity in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller, 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 the Acquired Entity prior to Closing shall thereupon be vested exclusively in Seller and shall be exercised or waived solely as directed by Seller. Notwithstanding the foregoing, if a dispute arises between Buyer, or the Acquired Entity, on the one hand, and any other Person (except for Seller or any of its Representatives), on the other hand, Buyer or the 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, including to prevent Seller and its Representatives from disclosing confidential communications to such other Person; provided that none of Buyer, the Acquired Entity, or any Person acting on any of their behalf, shall, without the prior written consent of Seller, 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, effective as of the 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 Seller, 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 the any Acquired Entity prior to Closing Company shall thereupon be vested exclusively in Seller and shall be exercised or waived solely as directed by Seller. Notwithstanding the foregoing, if a dispute arises between Buyer, or the any Acquired EntityCompany, on the one hand, and any other Person (except for Seller or any of its Representatives), on the other hand, Buyer or the Acquired Entity Companies 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; provided, including to prevent Seller and its Representatives from disclosing confidential communications to such other Person; provided that that, none of Buyer, the Acquired EntityCompanies, or any Person acting on any of their behalf, shall, without the prior written consent of Seller, 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, effective as of immediately prior to the Closing, without the need for any further action, (a) all right, title and interest of the any Acquired Entity in and to all Protected Communications shall thereupon transfer to and be vested solely in SellerParent, 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 the any Acquired Entity prior to Closing shall thereupon be vested exclusively in Seller Parent and shall be exercised or waived solely as directed by SellerPxxxxx. Notwithstanding the foregoing, if a dispute arises between Buyer, a Buyer or the any Acquired Entity, on the one hand, and any other Person (except for Seller other than Sellers or any of its their respective Representatives), on the other hand, a Buyer or the such 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 any Buyer, any of the Acquired Entity, Entities or any Person acting on any of their behalf, behalf shall, without the prior written consent of SellerPxxxxx, 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, effective as of immediately prior to the Closing, without the need for any further action, (a) all right, title and interest of the any Acquired Entity in and to all Protected Communications shall thereupon transfer to and be vested solely in SellerSellers, and (b) any all expectations of client confidence 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 the any Acquired Entity prior to Closing shall thereupon be vested exclusively in Seller Sellers and shall be exercised or waived solely as directed by SellerXxxxxxx. 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 Buyer, or the any Buyer Entity and any Acquired Entity, on the one hand, and any other Person (except for Seller other than Sellers or any of its their Representatives), on the other hand, such Buyer or the Entity and 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 Buyerthe Buyer Entities, the any Acquired Entity, Entity or any Person acting on any of their behalf, shall, without the prior written consent of SellerSellers, 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.