Transaction Privilege Clause Samples
The Transaction Privilege clause defines the rights or special permissions granted to a party in relation to a specific transaction. Typically, this clause outlines what actions a party may take that would otherwise be restricted, such as the ability to access confidential information, negotiate with third parties, or receive preferential treatment during the transaction process. By clearly specifying these privileges, the clause helps prevent misunderstandings and ensures that both parties are aware of any exceptions to standard contractual limitations, thereby facilitating smoother transaction execution and reducing the risk of disputes.
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Transaction Privilege. (a) The Parties hereby acknowledge and agree that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“DD”) has represented the Company, the Seller and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement.
(b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD may have previously advised the Seller Entities or in respect of any other matters.
(c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality.
(d) In addition, each of the Parties irre...
Transaction Privilege. (a) Seller and certain of its Affiliates have engaged ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”) as their legal counsel in connection with the transactions contemplated by this Agreement. By entering into this Agreement, Buyer and its Affiliates (i) consent to the continued representation of Seller and certain of its Affiliates by ▇▇▇▇▇ ▇▇▇▇▇ in connection with the transactions contemplated by this Agreement and (ii) waive any actual or alleged conflict of ▇▇▇▇▇ ▇▇▇▇▇ that may arise from ▇▇▇▇▇ ▇▇▇▇▇’ representation of Seller and certain of its Affiliates in connection with the transactions contemplated by this Agreement. This consent and waiver extends to ▇▇▇▇▇ ▇▇▇▇▇ representing the Seller and certain of its Affiliates against Buyer and its Affiliates in litigation, arbitration or mediation in connection with this Agreement or the transactions contemplated by this Agreement. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information.
(b) Buyer hereby agrees that it will cause any Person that is, or after the Closing will be, a Buyer Affiliate to execute any document or instrument reasonably requested from time to time by Seller in order to evidence or effectuate the intentions of the Parties reflected in this Section 10.15.
Transaction Privilege. Seller and/or certain of its Affiliates have engaged ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“L&W”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Buyers and their Affiliates: (a) consent to the continued representation of Seller and certain of its Affiliates by L&W in connection with the Transactions; and (b) waive any actual or alleged conflict of L&W that may arise from L&W’s representation of Seller and certain of its Affiliates in connection with the Transactions. This consent and waiver extend to L&W representing Seller and certain of its Affiliates against Buyers and their Affiliates in litigation, arbitration, or mediation in connection with this Agreement or the Transactions. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information.
Transaction Privilege. Recognizing that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇▇”) has acted as legal counsel to Seller and its Affiliates (including the Acquired Company) prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇ intends to act as legal counsel to the Seller and its Affiliates (which will no longer include the Acquired Company) after the Closing, each of Buyer and the Acquired Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇ representing the Seller and/or its Affiliates after the Closing as such representation may relate to the Acquired Company or the Transactions. In addition, all communications involving attorney-client confidences between the Seller, its Affiliates or the Acquired Company and ▇▇▇▇▇▇ ▇▇▇▇ in the course of the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Acquired Company). Accordingly, the Acquired Company shall not, without the Seller’s prior written consent, have access to any Privileged Communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and the Acquired Company shall not be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇ in respect of such engagement constitute property of the client, only the Seller and its Affiliates (and not the Acquired Company) shall hold such property rights and (iii) ▇▇▇▇▇▇ ▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to the Acquired Company by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇ and the Acquired Company or otherwise. In the event that a dispute arises between Buyer or the Acquired Company, on the one hand, and a third party other than Seller or any of their Affiliates, on the other hand, the Acquired Company may assert the attorney-client privilege on behalf of Seller to the extent necessary to prevent disclosure of Privileged Communication to such third party. Notwithstanding the foregoing such privilege may be waived only with the prior written consent of Seller.
Transaction Privilege. (a) With respect to ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and any other counsel that represents SU in connection with the Transactions (collectively, “SU Counsel”):
(i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU, on the one hand, and SU Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SDTS as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SU, on the one hand, and SU Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SU, as applicable (and not SDTS).
(ii) This Section 11.10(a) is for the benefit of SU. This Section 11.10(a) shall be irrevocable, and no term of this Section 11.10(a) may be amended, waived or modified, without the prior written consent of SU.
(b) With respect to ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP and any other counsel that represents SDTS in connection with the Transactions (“SDTS Counsel”):
(i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SDTS, on the one hand, and SDTS Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SU as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SDTS, on the one hand, and SDTS Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS, as applicable (and not SU).
(ii) This Section 11.10(b) is for the benefit of SDTS. This Section 11.10(b) shall be irrevocable, and no term of this Section 11.10(b) may be amended, waived or modified, without the prior written consent of SDTS.
Transaction Privilege. USE, AND SEVERANCE TAX RETURN - (TPT-2) LICENSE NUMBER: PAGE 2A OF ADDITIONAL TRANSACTIONS FINAL (A) (B) REG. CODE (C) NAME OF REGION (D) BUS. CODE (E) DESC. OF BUS. ACTIVITY (F) GROSS RECEIPTS (G) DEDUCTIONS FROM SCHEDULE A (H) (F) - (G) = (H) NET TAXABLE (I) AZ / COUNTY TAX RATE (J) (H) X (I) = (J) TOTAL TAX (K) ACCTNG CREDIT RATE (L) (H) X (K) = (L) ACCOUNTING CREDIT (M) (J) - (L) = (M) AZ/COUNTY TAX DUE AZ/COUNTY SUBTOTAL .................................................. $ $ $ $ TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX RETURN - (TPT-2) LICENSE NUMBER: PAGE 3A OF ADDITIONAL TRANSACTIONS FINAL (A) LOC. CODE (B) CITY CODE (C) NAME OF CITY (D) BUS. CODE (E) DESC. OF BUS. ACTIVITY (F) GROSS RECEIPTS (G) DEDUCTIONS FROM SCHEDULE A (H) (F) - (G) = (H) NET TAXABLE (I) CITY TAX RATE (J) (H) X (I) = (J) TOTAL TAX (K) (L) CITY CREDIT (M) (J) - (L) = (M) CITY TAX DUE CITY SUBTOTAL .................................................................................. $ $ $ $ TPT-2 – SCHEDULE A DEDUCTIONS – STATE/COUNTY LICENSE NUMBER: Page of TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX (A) (B) REGION CODE (C) BUSINESS CODE (D) DEDUCTION CODE (E) DEDUCTION AMOUNT (F) DESCRIPTION OF DEDUCTION CODE $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ FINAL TPT-2 – SCHEDULE A DEDUCTIONS – CITY LICENSE NUMBER: Page of TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX
Transaction Privilege. Tax License issued to the Company for the current license period of January 1, 2015 through December 31, 2015. This license is not transferable.