No Duty to Disclose Privileged Communications Sample Clauses

No Duty to Disclose Privileged Communications. To the extent that any Seller Party Privileged Communications maintained by Skadden constitute property of the Company or any of the Company Subsidiaries, only the Seller Parties shall hold such property rights and Skadden shall have no duty to reveal or disclose any such Seller Party Privileged Communications by reason of any attorney-client relationship between Skadden, on the one hand, and the Parent Parties or the Surviving Company or any of their Affiliates, on the other hand. To the extent that any Parent Party Privileged Communications maintained by Xxxxx & Xxxxxxxxx LLP constitute property of any Parent Party or any Subsidiary thereof, only the Parent 102 Parties shall hold such property rights and Xxxxx & Xxxxxxxxx LLP shall have no duty to reveal or disclose any such Parent Party Privileged Communications by reason of any attorney-client relationship between Xxxxx & Xxxxxxxxx LLP, on the one hand, and any of the Seller Parties or any Affiliate thereof, on the other hand.
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No Duty to Disclose Privileged Communications. To the extent that files or other materials maintained by Xxxxxxx and/or Xxxxxxx constitute property of its clients, only the Representative and the Common Security Holders shall hold such property rights and Xxxxxxx and/or Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Communications by reason of any attorney-client relationship between Xxxxxxx and/or Xxxxxxx, on the one hand, and Purchaser, Merger Sub or the Surviving Corporation or any of their Subsidiaries, on the other hand.
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No Duty to Disclose Privileged Communications. To the extent that files or other materials maintained by DBCC Outside Counsel, or any of DBCC Outside Counsel constitute property of their clients (as opposed to property of DBCC Outside counsel), and such files constitute Retained Privileged Communications, only the Sellers shall hold such property rights and DBCC Outside Counsel, or any of DBCC Outside Counsel, shall have no duty to reveal or disclose any such files or other materials which constitute Retained Privileged Communications by reason of any attorney-client relationship between DBCC Outside Counsel, or any of DBCC Outside Counsel, on the one hand, and Parent, the Company or the Company’s Subsidiaries, on the other hand. To the extent that files or other materials maintained by any of DBCC Outside Counsel constitute property of their clients (as opposed to property of DBCC Outside Counsel), and such files constitute Parent Communications, only the Surviving Corporation shall hold such property rights and DBCC Outside Counsel shall have no duty to reveal or disclose any such files or other materials or any Parent Communications by reason of any attorney-client relationship between DBCC Outside Counsel, on the one hand, and the Sellers, on the other hand. Nothing herein shall require any of DBCC Outside Counsel to review, segregate or categorize any files maintained by any of DBCC Outside Counsel absent a request by Sellers for Retained Privileged Communications or by Parent for Parent Communications, in which case the DBCC Outside Counsel receiving a request for such files it maintains shall review, segregate and provide such files to the requesting party following receipt of payment from the requesting party for all fees, costs and disbursements of such review, segregation and production, including fees of any vendor or vendors retained by the DBCC Outside Counsel to assist in such review, segregation and production.
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No Duty to Disclose Privileged Communications. To the extent that files or other materials maintained by the Law Firms constitute property of the Company or the Subsidiary, only the Holders shall hold such property rights and the Law Firms shall have no duty to reveal or disclose any such files or other materials or any Privileged Communications by reason of any attorney-client relationship between the Law Firms, on the one hand, and Acquiror, Merger Sub or the Surviving Corporation or any of their Affiliates, on the other hand.
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Related to No Duty to Disclose Privileged Communications

  • Privileged Communications Xxxxx X. Xxxxx (the “Counsel”) has acted as counsel for the Company and Sellers in connection with this Agreement and the Related Agreements and the consummation of the Transactions (the “Transaction Engagement”). Notwithstanding the Transaction Engagement, Sellers agree that (a) all communications in any form or format whatsoever between or among Counsel, on the one hand, and the Company or any of its directors, officers, employees, agents, or advisors, on the other hand, that relate in any way to the Transaction Engagement (collectively, the “Privileged Communications”) will be deemed to be attorney-client privileged communications that belong to the Company, (b) immediately prior to the Closing, without the need for any further action on the part of any Person, all right, title, and interest of Sellers in and to any and all Privileged Communications shall transfer to and be vested solely in the Company, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Company and may be controlled by the Company and shall not be claimed by Sellers or any of their Affiliates, and (d) Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications, or any of its files relating to the Transaction Engagement, to Sellers, any of their Affiliates, or any of their respective Representatives by reason of any attorney-client relationship between Counsel and Sellers or otherwise. Sellers and their Affiliates will not have access to any such Privileged Communications, or to the files of Counsel relating to the Transaction Engagement. Notwithstanding anything set forth in the foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Sellers or any of their Affiliates, on the one hand, and a third party, other than the Company or any of its Affiliates, on the other hand, Sellers may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that Sellers may not waive such privilege without the written Consent of Purchaser or the Company.

  • Privileged Information In furtherance of the rights and obligations of the parties set forth in this Article VI:

  • Preservation of Information; Communication to Holders (a) The Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

  • Preservation of Information; Communications to Noteholders (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

  • Duty to Update Disclosure The Owner Trustee will notify and provide information, and certify such information in an Officer’s Certificate, to the Depositor upon any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (A) (i) is required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank Trust National Association that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) the Depositor reasonably requests of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of request or (B) (i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust National Association as Owner Trustee) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the information provided by the Owner Trustee in any certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Owner Trustee becoming aware thereof. The obligations of the Owner Trustee to provide such information with respect to the period during which it served as Owner Trustee will survive the resignation or removal of the Owner Trustee under the Agreement.

  • Preservation of Information; Communications to Certificateholders (a) The Certificate Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders received in its capacity as the Certificate Registrar and provide a copy thereof to the Owner Trustee and Certificate Paying Agent; provided, however, that so long as the Certificate Paying Agent is the Certificate Registrar, no list separate from the Certificate Register shall be required to be provided to the Certificate Paying Agent.

  • Preservation of Information; Communications to Securityholders (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

  • Preservation of Information; Communications to Holders (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

  • Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Exceptions to Confidential Information Confidential Information will not include any information, which the receiving party can prove by competent written evidence:

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