Transaction Communications definition
Examples of Transaction Communications in a sentence
Fortrea will not, and will cause its Affiliates not to, produce or disclose to any Third Party any of the Privileged Transaction Communications under this Section 3.06 unless (i) Labcorp has provided its express written consent to such production or disclosure or (ii) a court of competent jurisdiction has entered an Order finding that the Privileged Transaction Communications are not entitled to protection from disclosure under any applicable privilege, doctrine or rule.
In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications.
The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege.
The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.
For the avoidance of doubt, the Parties acknowledge and agree that the Transaction Communications do not include communications between the ACFP Companies, on the one hand, and Proskauer, on the other hand, relating to the general business matters of the ACFP Companies not related to the transactions contemplated by this Agreement.
Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein.
The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.
The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential.
SpinCo will not, and will cause its Affiliates not to, produce or disclose to any third party any of the Privileged Transaction Communications under this Section 3.06 unless (i) ConAgra has provided its express written consent to such production or disclosure or (ii) a court of competent jurisdiction has entered an Order finding that the Privileged Transaction Communications are not entitled to protection from disclosure under any applicable privilege, doctrine or rule.
For the avoidance of doubt, in the event of any dispute between or among the Buyer, the Company and the Shareholders after the Closing, Altisource may assert the attorney-client privilege to prevent disclosure of Privileged Transaction Communications.