Privilege Assets definition

Privilege Assets means (i) any attorney‑client privilege of the Company Entities, the Company Securityholders (in their capacities as such) or the Securityholder Representative as A‑17 of the immediately prior to the First Step Merger Effective Time, in each case, to the extent pertaining to the Merger and the Transactions, and (ii) all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between the Company Entities, the Company Securityholders (in their capacities as such) or the Securityholder Representative, on the one hand, and Shearman, on the other hand, to the extent pertaining to the Merger and the Transactions and as to which there exists any attorney‑client privilege of the Company Entities as of immediately prior to the First Step Merger Effective Time.
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Privilege Assets means (i) any attorney-client privilege of the Company and its Subsidiaries, the Securityholders (in their capacities as such) or the Representative as of the Reference Time, in each case, to the extent pertaining to the Merger and the Transactions (for the avoidance of doubt, not including the acquisition of Aditi Technologies Private Limited), and (ii) all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between the Company and its Subsidiaries, the Securityholders (in their capacities as such) or the Representative, on the one hand, and Shearman or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, on the other hand, to the extent pertaining to the Merger and the Transactions (for the avoidance of doubt, not including the acquisition of Aditi Technologies Private Limited) and as to which there exists any attorney-client privilege of the Company and its Subsidiaries as of the Reference Time.
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Privilege Assets means (a) any attorney-client privilege of any Seller as of immediately prior to the Closing, in each case, to the extent related to this Agreement, any of the other agreements entered into in connection herewith, or any of the transactions contemplated hereby or thereby, and (b) all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between or on behalf of a Seller, on the one hand, and such Seller’s counsel, on the other hand, to the extent related to this Agreement, any of the other agreements entered into in connection herewith, or any of the transactions contemplated hereby or thereby, and as to which there exists any attorney-client privilege of a Seller as of immediately prior to the Closing.
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Examples of Privilege Assets in a sentence

  • Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub (other than the Privilege Assets) shall vest in the Surviving Company, and all of the debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Company.

  • Buyer shall not, and shall not permit any of its Affiliates (including, following the Closing, the Company) to, assert for any reason that any legal privilege (including the attorney-client privilege) has been waived as to the Privilege Assets.

  • Such documents and papers in the Firms’ client files (including any Privilege Assets) will not be provided to Buyer or the Company or their Affiliates or their successors or assigns following the Closing.

  • Without limiting the generality of the foregoing, from and after the Second Step Merger Effective Time, Successor Sub shall possess all properties, rights, privileges (other than the Privilege Assets), powers and franchises of the First Step Surviving Corporation and Successor Sub, and all of the Liabilities of the First Step Surviving Corporation and Successor Sub shall become the Liabilities of Successor Sub as the Surviving Entity.

  • Without limiting the generality of the foregoing, from and after the First Step Merger Effective Time, the Company shall possess all properties, rights, privileges (other than the Privilege Assets), powers and franchises of Merger Sub and the Company, and all of the Liabilities of the Company and Merger Sub shall become the Liabilities of the Company as the First Step Surviving Corporation.

  • The parties hereto hereby agree that, as to all Privilege Assets, the attorney-client privilege and the expectation of client confidence belongs to Sellers and shall be controlled by Sellers and shall not pass to or be claimed by Buyer or any of its Affiliates (including the Company) without the Sellers’ Representative’s prior written consent (which may be given or withheld in the Sellers’ Representative’s sole discretion).

  • The Buyer shall not, and shall not permit any of its Affiliates (including, following the Closing, the Company) to, assert for any reason that any legal privilege (including the attorney-client privilege) has been waived as to the Privilege Assets.


More Definitions of Privilege Assets

Privilege Assets means to the extent entitled to the protections afforded by the attorney-client privilege, all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between Seller, the Company, on the one hand, and Willkie to Seller or the Company on the other hand, pertaining to this Agreement or the Transaction, and as to which there exists any attorney-client privilege of Seller, the Company as of immediately prior to the Closing.
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Privilege Assets means (a) any attorney-client privilege of the Sellers or the Company as of immediately prior to the Closing, pertaining to communications in respect of this Agreement or the Transaction, and (b) to the extent entitled to the protections afforded by the attorney-client privilege, all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between the Sellers or the Company, on the one hand, and MCG to the Sellers or the Company on the other hand, pertaining to this Agreement or the Transaction, and as to which there exists any attorney-client privilege of the Sellers or the Company as of immediately prior to the Closing.
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Privilege Assets means (a) any attorney-client privilege of the Company or any Seller (in such Seller's capacity as a shareholder of the Company) as of immediately prior to the Closing, in each case, to the extent related to this Agreement, any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, and (b) all emails, correspondence, invoices, recordings, and other documents or files, evidencing or reflecting communications between or on behalf of the Company or any Seller (in such Seller’s capacity as a shareholder of the Company), on the one hand, and any of the Firms, on the other hand, to the extent related to this Agreement, any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, and as to which there exists any attorney-client privilege of the Company or any Seller (in such Seller’s capacity as a shareholder of the Company) as of immediately prior to the Closing.
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Related to Privilege Assets

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Mortgage Assets The Mortgage Loans to be included in the Trust Fund are as described in Annex A hereto.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Sale Assets is defined in Section 5.2(a)(ii).