Protected Communication Sample Clauses
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Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Company shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. None of the Latisys Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.
Protected Communication. The Purchaser and the Company agree that, as to all privileged communications prior to the Closing solely among ▇▇▇▇▇ ▇▇▇▇▇ LLP, on the one hand and the members of the Company Group, the Seller, the Seller’s Affiliates and/or Representatives, on the other hand, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence, to the extent relevant, belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Purchaser or the Company. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Seller and its Affiliates (and not the members of the Company Group) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the members of the Company Group shall be a holder thereof; and (b) ▇▇▇▇▇ ▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of the Company Group by reason of any attorney-client relationship between ▇▇▇▇▇ ▇▇▇▇▇ LLP and any such Person or otherwise. The Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.18. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or a member of the Company Group, on the one hand, and a third party after the Closing, on the other hand, the Company (or other applicable members of the Company Group) may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇ ▇▇▇▇▇ LLP to such third party; provided, however, that the Company (or such other members of the Company Group) may not waive such privilege without the prior written consent of the Seller.
Protected Communication. Notwithstanding any other provision of this Agreement or the Release, nothing in this Agreement or the Release is intended to, or does, preclude Executive from (a) disclosing the fact or terms of this Agreement and the Release as part of a government investigation; (b) contacting, reporting to, responding to an inquiry from, filing a charge or complaint with, communicating with, or otherwise participating in an investigation conducted by, any federal, state, or local governmental agency, commission, or regulatory body; (c) reporting possible violations of federal and/or state law or regulation to any federal, state, or local governmental agency or entity, including with respect to alleged criminal conduct or unlawful employment practices, or from making other disclosures that are protected under the whistleblower provisions of federal and/or state law or regulation, (d) making truthful statements or disclosures regarding alleged unlawful employment practices, (e) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (f) otherwise making truthful statements as required by law or valid legal process; (g) engaging in protected concerted activity under the National Labor Relations Act for the purpose of collective bargaining or other mutual aid or protection, including (i) making disclosures concerning this Agreement and the Release in aid of such concerted activities; (ii) filing unfair labor practice charges with the National Labor Relations Board; (iii) assisting others who are filing such charges; or (iv) cooperating with the investigative process of the National Labor Relations Board and other government agencies; or (h) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Executive understands that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive likewise und...
Protected Communication. Nothing in this Agreement shall function to prohibit the Employee from (i) reporting or participating in an investigation regarding possible violations of federal or state law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, the Equal Opportunity Employment Commission (“EEOC”), any state or local government entity available for the filing of complaints regarding illegal activity; (ii) from making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, or (iii) engaging in any protected concerted activity or other activities protected by the National Labor Relations Act. Nothing in this Agreement, including Section 8 or Section 11, is intended to or does restrain Employee from disclosing the underlying facts of any alleged discriminatory or unfair employment practice. Further, the Employee understands that under the federal Defend Trade Secrets Act of 2016, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement prevents the disclosure of factual information relating to unlawful employment practices.
Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Company or any of the Company Subsidiaries in and to all Protected Communications shall thereupon transfer to and be vested solely in Sellers and their respective successors in interest, and
Protected Communication. The Parties agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Company Group Members in and to all Protected Communications shall thereupon transfer to and be vested solely in Sellers’ Representative and his successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Company Group Members shall thereupon be vested exclusively in Sellers’ Representative and his successors in interest and shall be exercised or waived solely as directed by Sellers’ Representative and his successors in interest. None of the Company Group Members, Buyer, or any Person acting on any of their behalf shall, without the prior written consent of Sellers’ Representative and his successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, provided, however, the foregoing shall neither prohibit Buyer from seeking proper discovery of such documents nor Sellers’ Representative from asserting that such documents are protected from disclosure and thus not discoverable.