Privileged Communications Sample Clauses

Privileged Communications. At all times pending final resolution of the Claims, information concerning the Scheme, the Claims or an Action exchanged between any of the Lawyers, a Member and / or the Funder is subject to legal professional privilege or common interest privilege. Except upon the Lawyers' prior written recommendation, no party must allow anything that would waive that privilege over any such information.

Privileged Communications. (a) As to all communications among Seller’s Counsel or Seller’s in-house counsel, on the one hand, and Seller, any member of the Company Group or Subsidiary thereof, or any of their respective Affiliates or Representatives, on the other hand, that relate in any way to the transactions contemplated by the Transaction Documents and that constitute attorney-client privileged communications or are otherwise privileged under Law (collectively, the “Privileged Communications”), the privilege and the expectation of client confidence belongs to Seller, may be controlled by Seller and shall not pass to or be claimed by Buyer, any member of the Company Group or any Subsidiary or Affiliate thereof; provided, however, that with respect to any Privileged Communications that are related to the Business, Facilities, Pipelines or any other assets, Liabilities, Losses, Proceedings or other matters associated with any member of the Company Group and are only tangentially related to the transactions contemplated by the Transaction Documents, or reasonably necessary for or material to the prosecution, defence or resolution by any member of the Company Group of any Third Party dispute or claim (collectively, the “Excluded Communications”), the privilege and the expectation of client confidence belongs to the applicable member of the Company Group, may be controlled by such member of the Company Group and shall pass to and may be claimed by Buyer or any member of the Company Group. (b) The Privileged Communications (other than the Excluded Communications) are Seller’s property, and from and after the Closing Date, none of Buyer, the members of the Company Group or any of their respective Subsidiaries or Affiliates, nor any Person purporting to act on behalf of Buyer, any member of the Company Group or any of their respective Subsidiaries or Affiliates, shall seek to obtain any such Privileged Communications, whether by seeking a waiver of the privilege or through other means. (c) As to any such Privileged Communications prior to the Closing Date, none of Buyer, the members of the Company Group or any of their respective Subsidiaries, Affiliates, successors or assigns may disclose, use or rely on in any way any of such Privileged Communications after the Closing; provided, however, that the foregoing sentence shall not restrict the ability of Buyer, the members of the Company Group or any of their respective Subsidiaries or Affiliates to challenge the fact that any communication...

Privileged Communications. (a) Sagicor hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Alignvest or any officer, employee, director, or shareholder of Alignvest, and, on the other hand, the Alignvest Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Alignvest immediately before the Effective Time; and Sagicor and its Affiliates (whether purporting to act on behalf of or through Alignvest or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Alignvest Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Sagicor and its Affiliates from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws. (b) Alignvest hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Sagicor or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of Sagicor or any Subsidiary thereof and, on the other hand, the Sagicor Retained Firms, that relate to the Sagicor Arrangement-Related Matters, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Sagicor immediately before the Effective Time; and Alignvest and its Affiliates (whether purporting to act on behalf of or through Sagicor or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Sagicor Board immediately before the Effective Time; provided that nothing in this Agreement shall prevent Alignvest from obtaining or using any communications relating to the Sagicor Arrangement-Related Matters as required under applicable Laws.

Privileged Communications. To the extent that communications between a Company Party, on the one hand, and either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) or ▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), on the other hand, that constitute advice or counsel regarding the interpretation of this Agreement and that would be subject to the attorney-client privilege or attorney work product privilege or any other legal privilege or protection if they were sought by an unrelated third party in a legal proceeding as of immediately prior to the Closing (such communication, the “Acquisition Communications”), such Acquisition Communications shall be deemed to be attorney-client confidences that belong solely to the Equityholders’ Representative for and on behalf of the Equityholders. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company, its Representatives, the Equityholders and the Equityholders’ Representative (collectively, the “Company Parties”), shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Acquisition Communications, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (ii) neither WSGR nor ▇▇▇▇▇▇ shall have any duty whatsoever to reveal or disclose any such Acquisition Communications; provided that, to the extent any communication contains both Acquisition Communications and communications that are not Acquisition Communications, Parent may request WSGR and ▇▇▇▇▇▇, as the case may be, to provide (and the Equityholders’ Representative, for and on behalf of the other Company Parties, shall instruct WSGR or ▇▇▇▇▇▇, as the case may be, to provide) appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation, such that such communications do not disclose any Acquisition Communications. Notwithstanding the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning this Agreement or the transactions contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and the...

Privileged Communications. In furtherance of this Agreement, it is expected that the Parties may, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential in accordance with this ARTICLE 10 (Confidentiality; Publication), that they will not be deemed to waive any applicable attorney-client or attorney work product or other privilege and that they are made in connection with the shared community of legal interests existing between VistaGen and EverInsight, including the community of legal interests in avoiding infringement of any valid, enforceable patents of Third Parties and maintaining the validity of the Licensed Patents, EverInsight Patents and Joint Patents. In the event of any litigation (or potential litigation) with a Third Party related to this Agreement or the subject matter hereof, the Parties shall, upon either Party’s request, enter into a reasonable and customary joint defense or common interest agreement. In any event, each Party shall consult in a timely manner with the other Party before engaging in any conduct (e.g., producing Information or documents) in connection with litigation or other proceedings that could conceivably implicate privileges maintained by the other Party. Notwithstanding anything contained in this Section 10.7 (Privileged Communications), nothing in this Agreement shall prejudice a Party’s ability to take discovery of the other Party in disputes between them relating to the Agreement and no information otherwise admissible or discoverable by a Party shall become inadmissible or immune from discovery solely by this Section 10.7 (Privileged Communications).

Privileged Communications. It is expected that, in furtherance of this Agreement, the parties will, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing between the parties, including the community of legal interests in avoiding infringement of any valid, enforceable third-party patents and in obtaining patent protection for Developed Intellectual Property.

Privileged Communications. All communications between the Owner’s legal counsel and the Architect, while the Architect is acting as the agent for the Owner under the terms of this Agreement and which relate in any way to the administration of the construction of the Project or to the work of any Contractor, Subcontractor, materialman, or any other person rendering services in connection with the Project, is subject to the attorney-client privileged that can be waived only by the Owner. Any such communications and copies thereof that are written including without limitation, correspondence, notes, memoranda, notes of meetings and conversations that are reduced to writing and the like, upon notice from the Owner’s legal counsel, shall be placed by the Architect in a separate file folder marked "Privileged and Confidential" and shall not be disclosed to any person other than the Architect’s own legal counsel without the express written permission of the Owner. This provision is intended to protect the confidentiality of the Owner’s communications with its counsel when the Architect comes into possession of such information in its capacity as agent of the Owner in the performance of its duties under this Agreement in the event of a dispute between the Owner and a third-party. This paragraph is not intended to impede communications between the Architect and the Architect’s counsel or between the Architect and any Contractor seeking a decision from the Architect on a claim or dispute related to the Project.

Privileged Communications. In furtherance of this Agreement, it is expected that Nestlé and the Company may, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they will remain confidential, they will not be deemed to waive any applicable attorney-client privilege and that they are made in connection with the shared community of legal interests existing between the Company and Nestlé, including the community of legal interests in avoiding infringement of any valid, enforceable patents of Third Parties and maintaining the validity of Company Patent Rights.

Privileged Communications. In furtherance of this Agreement, it is expected that AstraZeneca and ▇▇▇▇▇▇▇▇▇ will, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential, they will not be deemed to waive any applicable attorney-client privilege and that they are made in connection with the shared community of legal interests existing between ▇▇▇▇▇▇▇▇▇ and AstraZeneca, including the community of legal interests in avoiding infringement of any valid, enforceable patents of Third Parties and maintaining the validity of ▇▇▇▇▇▇▇▇▇ Patent Rights, AstraZeneca Patent Rights and Joint Patent Rights.