Prior Company Counsel has the meaning specified in Section 13.16(a).
Prior Company Counsel has the meaning set forth in Section 8.10(a).
Prior Company Counsel has the meaning set forth in Section 5.06(c).
Examples of Prior Company Counsel in a sentence
This streamlines the existing process whereby reports must be submitted to Council for any travel outside the region.
This Section 4.07 shall be irrevocable, and no term of this Section 4.07 may be amended, waived or modified, without the prior written consent of L Brands, VS and Prior Company Counsel.
This Section 4.07 is for the benefit of the L Brands Group, the VS Group and Prior Company Counsel, and the L Brands Group, VS Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07.
This Section 10.20 is for the benefit of Seller and each Prior Company Counsel, and Seller and each Prior Company Counsel are intended third party beneficiaries of this Section 10.20.
This Section 10.20 shall be irrevocable, and no term of this Section 10.20 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.
More Definitions of Prior Company Counsel
Prior Company Counsel is defined in Section 10.20.
Prior Company Counsel means Ropes & Xxxx LLP and any other legal counsel from time to time retained by the Seller Entities prior to the Closing.
Prior Company Counsel has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, the Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the View Companies after the Closing to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the View Companies (collectively, the “Company Advised Parties”) prior to and after the Closing.
Prior Company Counsel has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Additional Agreements, and the Transactions and (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Prior Purchaser Counsel”) has acted as counsel to the Purchaser in various matters involving a range of issues and as counsel to the Purchaser in connection with the negotiation of this Agreement and the Additional Agreements and the Transactions.
Prior Company Counsel in connection with the transactions contemplated by this Agreement (the “Engagement”). The Parties further understand and agree that the Company, prior to the Closing, and the Seller, after the Closing, and except in the case of a third party dispute, shall have the sole right to control, assert and waive the attorney-client privilege with respect to any communications at any time between or among the Company or any of its Affiliates and Prior Company Counsel relating to the Engagement. Immediately prior to the Closing Date, all documents and communications generated and maintained by the Company or any of its Affiliates and Prior Company Counsel exclusively in connection with Prior Company Counsel confidential legal advice and work product for the Engagement shall become the exclusive property of the Seller, notwithstanding whether any such documents or communications may be retained in the Company’s or any of its Subsidiaries’ files or may come into the possession of the Purchaser, the Company or any of the Company’s Subsidiaries after the Closing.
Prior Company Counsel representing the Members after the Closing and (b) the communication by Prior Company Counsel to such Persons, in any such representation, of any fact known to Prior Company Counsel in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Parent related to this Agreement following the Closing, and, subject to reasonable confidentiality protections, the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications (1) that were attorney-client privileged communications between the Members, the Company, any officer, employee or director of the Company (acting in the capacity as such) and Prior Company Counsel, (2) that have not lost such privilege for any reason and (3) to the extent relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement (communications meeting all such 3 requirements being “Transactional Privileged Communications”) will be deemed to be attorney-client confidences that belong solely to the Members. For clarity, any communication that does not relate to negotiation, documentation and consummation of the transactions contemplated by this Agreement, or any part thereof that does not so relate, shall not be a Transactional Privileged Communication and Parent shall own and control all privileges related to such communications, including the attorney-client privilege related thereto. A communication shall be appropriately bifurcated to give effect to the foregoing. Accordingly, the Company will not have access to any such Transactional Privileged Communications in the possession of Prior Company Counsel, or to the files of Prior Company Counsel relating to such communications, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Members (and not the Company) will be the sole holders of the attorney-client privilege with respect to such Transactional Privileged Communications, (b) to the extent that files of Prior Company Counsel in respect of such communications constitute property of the client, only the Members (and not the Company) will hold such property rights and (c) Prior Company Counsel will have no duty to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Prior Company Counse...
Prior Company Counsel has the meaning set forth in Section 10.15(a) (Conflict of Interest).