Privilege Clause Samples

Privilege. Nothing in this Settlement Agreement, Settlement, or the negotiations or proceedings relating to the foregoing is intended to or shall be deemed to constitute a waiver of any applicable privilege or immunity, including, without limitation, the accountants’ privilege, the attorney-client privilege, the joint defense privilege, or work product immunity.

Privilege. Subject to Clause 24, in any arbitral or judicial proceedings the following will at all times be kept confidential and will be privileged, and the Parties and the Mediator will not disclose nor rely upon them nor issue nor cause to be issued any subpoena to give evidence or to produce documents concerning them:

Privilege. Notwithstanding any other provision in this Agreement, this Agreement shall not be deemed to be an agreement by Business Associate to disclose information that is privileged, protected, or confidential under applicable law to the extent that such privilege, protection or confidentiality (a) has not been waived or (b) is not superseded by applicable law.

Privilege. The Backup Servicer shall be entitled to any right, protection, privilege or indemnity afforded to the Account Bank under the terms of this Agreement, mutatis mutandis.

Privilege. (a) Each of the Parties acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇ ▇▇▇▇▇▇▇▇”) has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (b) Each of Parent and Buyer consents and agrees to ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Parent or Buyer and their respective Affiliates, and even though ▇▇▇▇ ▇▇▇▇▇▇▇▇ may have represented Company or Company Subsidiary in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its Affiliates. Each of Parent and Buyer further consents and agrees to the communication by ▇▇▇▇ ▇▇▇▇▇▇▇▇ to Seller and its Affiliates in connection with any such representation of any fact known to ▇▇▇▇ ▇▇▇▇▇▇▇▇ arising by reason of ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ prior representation of Seller or any of its Affiliates, Company or Company Subsidiary. (c) In connection with the foregoing, each of Parent and Buyer irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ prior representation of Company or Company Subsidiary and (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ representation of Seller and its Affiliates prior to and after the Closing. (d) Each of Parent and Buyer further agrees that all communications in any form or format whatsoever between or among any of ▇▇▇▇ ▇▇▇▇▇▇▇▇, Company, Company Subsidiary, any of Seller or its Affiliates, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Parent or Buyer. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and be controlled solely by, Seller and shall not pass to or be claimed by Parent or Buyer. (e) In the event that a dispute arises between Parent or Buyer and a third party, Parent or Buyer, as applicable, may assert the attorney-client privilege to prevent the disclosure ...

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) in the event that a dispute arises after the Closing between Parent, the Surviving Company or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representatives, on the one hand, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoing, in the event that a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective Affiliates, on the one hand, and a Person other than a party to this Agreement or its Affiliates, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third-party of such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates may waive such privilege without the prior written consent of the Equityholders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Privilege. The mediation shall be conducted on a without prejudice basis. The Parties and the Mediator accordingly agree that, subject to Clause 18, all documents or statements produced, used or made in the Mediation, not otherwise available or known or subject to other obligations of disclosure, will be privileged and will not be disclosed in or relied upon or be the subject of an application to give evidence or to produce documents in any arbitral or judicial proceeding or any other formal process in respect of the Disputes (or any of them) and the mediation. Subsequent Proceedings

Privilege. The provision of any information pursuant to this Article 4 shall not be deemed a waiver of any privilege, including privileges arising under or related to the attorney-client privilege or any other applicable privileges (a “Privilege”).

Privilege. Where any Confidential Information is also privileged, the waiver of such privilege is limited to the purposes of this Agreement and does not, and is not intended to, result in any wider waiver of the privilege. Any Party hereto in possession of any Confidential Information relating to any other Party hereto (a “Privilege Holder”) shall take all reasonable steps to protect the privilege of the Privilege Holder therein and shall inform the Privilege Holder if any step is taken by any other Person to obtain any of its privileged Confidential Information.