Legal Privileges. Seller and Buyer acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Subject Business and the Acquired Assets prior to the Closing shall, from and after the Closing Date, be deemed to be joint privileges of Seller and Buyer. Both Seller and Buyer shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Seller nor Buyer shall knowingly waive any such privilege without the prior written consent of the other party which consent shall not be unreasonably withheld or delayed.
Legal Privileges. Lockheed Xxxxxx and Newco acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Transferred Assets or the Assumed Liabilities, shall, from and after the Closing Date, be deemed joint privileges of Lockheed Xxxxxx and Newco. Both Lockheed Xxxxxx and Newco shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Lockheed Xxxxxx nor Newco shall knowingly waive any such privilege without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed).
Legal Privileges. Except as to attorney-client work product and other legal privileges with respect to the negotiation of, and matters relating to, the Contemplated Transactions, Seller and Buyer acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to the Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities shall, from and after the Closing Date, be deemed common privileges of Seller and Buyer to the extent that Seller and Buyer have common interests in the matter. Both Seller and Buyer shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Seller nor Buyer shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. Parent, Buyer and TTSI acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to TTSI and the TTS Business (including, without limitation, with respect to the Contributed Assets, Transferred Intellectual Property, Excluded Assets, Assumed Liabilities and Excluded Liabilities) shall, from and after the Closing Date, be deemed joint privileges of Seller Companies, Buyer and TTSI. Each of Seller Companies, TTSI and Buyer shall use all commercially reasonable efforts after the Closing Date to preserve all such privileges and none of Seller Companies, TTSI nor Buyer shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. The Parties acknowledge and agree that all attorney-client, work product and other legal privileges that may exist with respect to a Party’s involvement in the Company Business shall, from and after the Closing Date, be deemed joint privileges of the Parties. Each Party shall use, and cause the Company to use, all commercially reasonable efforts after the Closing Date to preserve all privileges, and no Party shall knowingly waive, or cause the Company to knowingly waive, any such privilege without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. The Seller and the Purchaser acknowledge and agree that all attorney-client, solicitor-client, work product and other legal privileges that may exist with respect to USP or Renown shall, from and after the Closing Date, be deemed joint privileges of the Seller and the Purchaser. Both the Seller and the Purchaser shall use all commercially reasonable efforts after the Closing Date to preserve all privileges and neither the Seller nor the Purchaser shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. Black & Decker and Buyer acknowledge and agree that all attorney-client, work xxxxxct and other legal privileges that may exist with respect to the Glass Machinery Business, the Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities shall, from and after the Closing Date, be deemed joint privileges of Black & Decker and Buyer. Both Black & Decker and Buyer shall use all reasonaxxx xxforts after the Closing Dxxx xx preserve all such privileges and neither Black & Decker nor Buyer shall knowingly waive any such privilege without xxx xxior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
Legal Privileges. All attorney-client, work product and other legal privileges that may exist with respect to the Companies with respect to communications taking place at or prior to the Closing pertaining to the negotiation of this Agreement, the agreements contemplated hereby, and the transactions contemplated hereby and thereby will be deemed privileges exclusive to Seller. Seller and Purchaser will use all commercially reasonable efforts after the Closing Date to preserve all such privileges and neither Seller nor Purchaser will knowingly waive any such privilege without the prior written consent of the other party (which consent will not be unreasonably withheld, conditioned or delayed).
Legal Privileges. The Company acknowledges and agrees that all attorney-client, work product and other legal privileges (collectively, “Legal Privileges”) that may exist with respect to RG shall, from and after the Effective Time, be deemed joint privileges of the holders of RG Units, the Surviving Company and the Company. Each of the holders of RG Units, the Surviving Company and the Company shall use all commercially reasonable efforts after the Effective Time to preserve all privileges and none of the holders of RG Units, the Surviving Company or the Company shall knowingly waive any such privilege without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, from and after the Effective Time, (i) the holders of RG Units shall be the sole holder of the Legal Privileges with respect to the engagement of Skadden by RG (which shall not pass to the Surviving Company or the Company upon the consummation of the transactions contemplated by this Agreement) and none of the Surviving Company, the Company or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that files of Skadden in respect of such engagement constitute property of RG (as the client), only the holders of RG Units (and none of the Surviving Company, the Company or any of their respective Affiliates) shall hold such property rights and (iii) Skadden shall not have any duty of any type or manner to reveal or disclose all or any portion of any communications subject to any Legal Privilege or any files to the Surviving Company, the Company or any of their respective Affiliates by reason of any attorney-client relationship between Skadden and RG or any of their respective Affiliates or otherwise. The preceding sentence is irrevocable, and no term thereof may be amended, waived or modified in any respect, without the prior written consent of Skadden and TCP, on behalf of the holders of RG Units.
Legal Privileges. The Company acknowledges and agrees that all attorney-client, work product and other legal privileges (collectively, "Legal Privileges") that may exist with respect to Table of Contents
