Retention of Privilege. Nothing in this Settlement Agreement, or the negotiations relating thereto, is intended to or shall be deemed to constitute a waiver of any applicable privilege or immunity, including, without limitation, attorney-client privilege, joint defense privilege, or work product protection.
Retention of Privilege. Parent and the Company hereby agree that, and each agrees to cause each Company Entity to agree that, as to all communications (whether before, at or after the Closing) between Schiff and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Parent or any Company Entity. Without limiting the foregoing, notwithstanding any policy of Parent or any Company Entity or any agreement between any Company Entity and any Designated Person or any Representative of any Designated Person or any Company Entity, whether established or entered into before, at or after the Closing, neither Parent nor any Company Entity may review or use for any purpose without such Designated Person’s written consent, or seek to compel disclosure to Parent or any Company Entity (or any of their representatives) any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence.
Retention of Privilege. Purchaser, for itself, and following the Closing on behalf of the Purchased Companies, hereby agrees that as to all communications (whether before, at or after the Closing) between Xxxxx Day and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Purchaser or the Purchased Companies. Without limiting the foregoing, notwithstanding any policy of Purchaser or the Purchased Companies or any agreement between a Purchased Company and any Designated Person or any Representative of any Designated Person or a Purchased Company, whether established or entered into before, at or after the Closing, neither Purchaser nor any Purchased Company may review or use for any purpose without such Designated Person’s written consent, or seek to compel disclosure to Purchaser or any Purchased Company (or any of their Representatives) any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence.
Retention of Privilege. Buyer, for itself, and following the Closing on behalf of the Company, hereby agrees that as to all attorney-client privileged communications (whether before, at or after the Closing) between Xxxxx & Xxxxxxxxx LLP, on the one hand, and any Designated Person, on the other hand, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, that relate in any way to the Current Representation, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Buyer or the Company. Without limiting the foregoing, notwithstanding any policy of Buyer or the Company or any agreement between the Company and any Designated Person or any Representative of any Designated Person or the Company, whether established or entered into before, at or after the Closing, neither Buyer nor the Company may review or use for any purpose without such Designated Person’s written consent, or seek to compel disclosure to Buyer or the Company (or any of their Representatives), any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence; provided, however, that the Buyer and the Company may assert such privilege in connection with any Proceeding against a third party. In the event that a dispute or investigation or audit arises after the Closing between Buyer or the Company, on the one hand, and a third party, on the other hand, or otherwise does not involve a dispute between Buyer and Company Seller or any Designated Person, Buyer and the Company shall notify Company Seller if Buyer or the Company requires access to any privileged or protected pre-Closing communications in order to assist in Buyer or Company’s response to, conduct of, or defense of the third-party claim, investigation, or audit, and such access shall not unreasonably be refused. Nothing herein shall prevent Buyer and/or the Company from requesting, using or accessing all communications between or among Xxxxx & Xxxxxxxxx LLP and the Company, Company Seller and/or any Designated Person in connection with any claim arising under or in connection with this Agreement or the transactions contemplated thereby or otherwise, in each case so long as such communications are not subject to the attorney-client privilege or other applicable protection referred to in ...
Retention of Privilege. The Buyer hereby agrees that, and agrees to cause the Company following the Closing to agree that, as to all communications (whether before, at or after the Closing) between the Firm and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by the Buyer or, following the Closing, by the Company. Without limiting the foregoing, notwithstanding any policy of the Buyer or the Company or any agreement between the Company and any Designated Person or any Representative of any Designated Person or the Company, whether established or entered into before, at or after the Closing, neither the Buyer nor the Company may, following the Closing, seek to compel disclosure to the Buyer or the Company (or any of their Representatives) any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Sellers, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Firm to the Company or the Sellers; provided, however, that the Company may not waive such privilege without the prior written consent of the Sellers Representative.
Retention of Privilege. Buyer and the Company hereby agree that as to all communications (whether before, at or after the Closing) between Schiff and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Buyer or the Company. Without limiting the foregoing, notwithstanding any policy of Buyer or the Company or any agreement between the Company and any Designated Person or any Representative of any Designated Person or the Company, whether established or entered into before, at or after the Closing, neither Buyer nor the Company may review or use for any purpose without such Designated Person’s written consent, or seek to compel disclosure to Buyer or the Company (or any of their Representatives) any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence.
Retention of Privilege. Purchaser hereby agrees that as to all communications (whether before, at or after the Closing) between Xxxxx & Xxxxxxxxx LLP and any Designated Person that relate in any way to the Current Representation, the attorney- client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Purchaser. Without limiting the foregoing, notwithstanding any policy of Purchaser or any agreement between a Group Company and
Retention of Privilege. Buyer agrees, on its own behalf and on behalf of its current and future Affiliates, that from and after Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to BH Media and will not pass to or be claimed by Buyer any of its Affiliates, and (ii) BH Media will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, after Closing, Buyer will not, and will cause each of its Affiliates not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except to the extent determined necessary by Buyer to be required to fulfill Buyer’s obligations under Section 5.9 of this Agreement; or (B) knowingly take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller Entity.
Retention of Privilege. Purchaser and Purchaser Guarantor hereby agree that as to all communications (whether before, at or after the Closing) between Xxxxx & Xxxxxxxxx LLP and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Person and may be controlled by such Designated Person and shall not pass to or be claimed by Purchaser or Purchaser Guarantor. Without limiting the foregoing, notwithstanding any policy of Purchaser or Purchaser Guarantor or any agreement between a Group Company and any Designated Person or any Representative of any Designated Person or a Group Company, whether established or entered into before, at or after the Closing, neither Purchaser nor Purchaser Guarantor may review or use for any purpose without such Designated Person’s written consent, or seek to compel disclosure to Purchaser or Purchaser Guarantor (or any of their Representatives), any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence.
Retention of Privilege. Buyer hereby agrees that as to all communications (whether before, at or after the Closing) between Sidley and any Designated Person or the Company, any Company Subsidiary or any of their respective Representatives that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to Selling Equityholders and may be controlled by the Seller Representative, on behalf of Selling Equityholders, and shall not pass to or be claimed by Buyer, the Company, any Company Subsidiary or any of their respective Representatives. Without limiting the foregoing, notwithstanding any policy of Buyer, the Company or any Company Subsidiary or any agreement between the Company, any Company Subsidiary or any of their respective Representatives and any Designated Person, whether established or entered into before, at or after the Closing, Buyer shall not, and shall after the Closing cause the Company and each Company Subsidiary to not, review or use for any purpose without the Seller Representative’s prior written consent, on behalf of Selling Equityholders, or seek to compel disclosure to Buyer, the Company, any Company Subsidiary or any of their respective Representatives any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence. Other than as explicitly set forth in this Section 11.15, the Parties acknowledge that any attorney-client privilege attaching as a result of legal counsel other than Sidley representing the Company or any Company Subsidiary prior to the Closing shall survive the Closing and continue to be a privilege of the Company or the applicable Company Subsidiary, and not the Selling Equityholders, after the Closing.
