Common use of Document Return or Disposition Clause in Contracts

Document Return or Disposition. In the event the Acquisition fails to close on or before the Closing Date specified in Section 2.3 above, unless otherwise agreed to in a writing signed by the Assignor and Assignee, Assignee shall (i) immediately return to Assignor all files and materials made available by Assignor to Assignee or its attorneys or agents under Section 2.1 or Section 2.2 hereof or otherwise under this Agreement (together with all copies of such files and materials made by Assignee or its attorneys or agents, expressly excluding any materials containing information protected by attorney-client privilege, attorney work product, or any other applicable privilege), and (ii) immediately destroy and discard, or cause to be destroyed or discarded, all notes, memoranda, analyses, opinions, recordings, and any other written or recorded information or media prepared by Assignee or its attorneys or agents (including materials containing information protected by attorney-client privilege, attorney work product, or any other applicable privilege) as a result of, or in connection with, the review by Assignee of any non-public files or materials made available by Assignor to Assignee under Section 2.1 or Section 2.2 hereof or otherwise under this Agreement.