Shared Privilege Sample Clauses

Shared Privilege. (1) The Parties agree that following the Distribution they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 6.08, with respect to all privileges not allocated pursuant to the terms of Section 6.08(b)(i), (ii) or (iii). Following the Distribution, no Party may waive any privilege which could be asserted under any applicable Law, in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, or as provided in Section 6.08(b)(v) or Section 6.08(d) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other Party requesting such consent. (2) FOX and Remainco (for itself and on behalf of the Remainco Group) hereby agree that, in the event that any dispute, or any other matter in which the interests of FOX, its Affiliates and its direct and indirect equity holders, on the one hand, and Remainco, its Affiliates and its direct and indirect equity holders, on the other hand, are adverse, arises after the Distribution between FOX, its Affiliates and its direct and indirect equity holders, on the one hand, and Remainco, its Affiliates and its direct and indirect equity holders, on the other hand, Counsel may represent FOX, its Affiliates and its direct and indirect equity holders in such dispute, even though the interests of FOX, its Affiliates and its direct and indirect equity holders may be directly adverse to Remainco, its Affiliates and its direct and indirect equity holders; provided, that, no member of the FOX Group will engage Counsel, without the prior written consent of Remainco, to represent a member of the FOX Group in a Proceeding initiated by a member of the Remainco Group or a member of the FOX Group that is directly adverse to a member of the Remainco Group or the FOX Group, as applicable.

Shared Privilege. The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 5.15, with respect to all privileges not allocated pursuant to the terms of Section 5.15(a). Except as provided in Section 5.15(c), no party may waive any privilege that could be asserted under any applicable Law and in which another party has a shared privilege without obtaining the prior written consent of the other party (not to be unreasonably withheld, delayed or conditioned).

Shared Privilege. The parties recognize that legal and other professional services related to the Litigation have been and will be rendered for the benefit of each of the parties hereto and their respective affiliates and that each party hereto and its respective affiliates should be deemed to be the client for the purposes of asserting all privileges in connection with the Litigation which may be asserted under applicable law. The parties agree that they shall have a shared privilege with respect to the Litigation, with equal right to assert or waive the privilege. No party may waive any such privilege without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If a dispute arises between or among the parties or regarding whether a privilege should be waived to protect or advance the interest of any party, each party agrees that it shall negotiate in good faith and shall endeavor to minimize any prejudice to the rights of the other parties. Upon receipt by any party of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege, such party shall promptly notify the other parties of the existence of the request and shall provide the other parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 6 or otherwise to prevent the production or disclosure of such privileged information.

Shared Privilege. The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 6.6(a) or Section 6.6(b): (i) Subject to Section 6.6(c)(iv) and Section 6.6(c)(v), Filtration shall not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Cummins has a shared Privilege, without the consent of Cummins, which shall not be unreasonably withheld or delayed and shall be in writing. (ii) Prior to the Disposition Date and notwithstanding any provision of this Section 6.6(c) to the contrary, Cummins shall be entitled, in its discretion to waive, allege or purport to waive, any Privilege in connection with any Privileged Information, whether or not the Privileged Information is in the possession or under the control of any member of the Cummins Group or any member of the Filtration Group. Following the Disposition Date and subject to Section 6.6(c)(iv) and Section 6.6(c)(v), Cummins shall not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Filtration has a shared Privilege, without the consent of Filtration, which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within fifteen (15) days after written notice by Cummins to Filtration. (iii) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, and shall endeavor to minimize any prejudice to the rights of the other Party. Neither Cummins nor Filtration shall unreasonably withhold consent to any request for waiver by the other Party and each of Cummins and Filtration specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests. (iv) If, within fifteen (15) days of receipt by Cummins of Filtration, as the case may be, of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and the Party seeking waiver of a Privilege determines that such Privilege should nonetheless be waived to protect or advance its interest, such Party shall provide the other Party fifteen (15) days written notice prior to effecting such waiver. Each...