Common use of Additional Agreement Clause in Contracts

Additional Agreement. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company is currently a client of Xxxxxxx Procter, LLP (“Xxxxxxx Procter”). After the Closing, it is possible that Xxxxxxx Procter will represent the Indemnifying Parties, the Stockholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement, including, without limitation, matters related to the Holdback Amount and any claims related thereto pursuant to this Agreement. Parent and the Company hereby agree that Xxxxxxx Procter (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates affiliates that the Company is currently a the client of Xxxxxx Xxxxxxx Procter, LLP Xxxxxxxx & Xxxxxx (“Xxxxxxx ProcterWSGR”) and Xxxxxx Xxxxx Xxxxxx (“Xxxxxx”). After the Closing, it is possible that Xxxxxxx Procter WSGR or Xxxxxx will represent the Indemnifying PartiesCompany Securityholders, the StockholdersSecurityholders’ Representative and their respective Affiliates affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Holdback Amount Escrow Fund and any claims related thereto pursuant to this Agreement. Parent Purchaser and the Company hereby agree that Xxxxxxx Procter WSGR (or any successor) and Xxxxxx (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter WSGR (or any successor) and Xxxxxx (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties Parties hereto hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties hereto acknowledges acknowledge and agreesagree, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company is currently a the client of Xxxxxxx Procter, LLP Xxxxxx & Xxxxxx L.L.P. (“Xxxxxxx ProcterXxxxxx & Xxxxxx”), and not any of its individual Company Stockholders or any other entities whose interests in this matter are being represented by those individual Company Stockholders. After the Closing, it is possible that Xxxxxxx Procter Xxxxxx & Xxxxxx will represent the Indemnifying PartiesCompany Stockholders, the Stockholders’ Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement, including, without limitation, matters related to the Holdback Escrow Amount and any claims related thereto made thereunder pursuant to this Agreement. Parent and the Company hereby agree that Xxxxxxx Procter Xxxxxx & Xxxxxx (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement administration of the Escrow Amount and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter Xxxxxx & Xxxxxx (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consentconnection.

Additional Agreement. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates Affiliates, that prior to the Effective Time the Company is currently a the client of Xxxxx Xxxxxxx Procter, LLP (the “Xxxxxxx ProcterCompany Law Firm”). After the Closing, it is possible that Xxxxxxx Procter the Company Law Firm will represent the Indemnifying PartiesEquityholders, the StockholdersEquityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Holdback Amount Indemnity Escrow Fund and any claims related thereto pursuant to this Agreement. Parent Buyer and the Company Merger Sub hereby agree that Xxxxxxx Procter (or any successor) the Company Law Firm may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter (or any successor) The Company Law Firm may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents consents, solely for purposes of such post-Closing representation, thereto and waives any conflict of interest arising therefromsolely therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties hereto Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates subsidiaries that the Company is currently a the client of Xxxxxxx Procter, Xxxxxx LLP (“Xxxxxxx ProcterCooley”). After the Closing, it is possible that Xxxxxxx Procter Cooley will represent the Indemnifying PartiesCompany Equityholders, the Stockholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Holdback Escrow Amount and any claims related thereto pursuant to this Agreement. Parent The Buyer and the Company hereby agree that Xxxxxxx Procter Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such parties shall cause any subsidiaries thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties hereto Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates subsidiaries that the Company is currently a the client of Xxxxxxx Procter, Xxxxxx LLP (“Xxxxxxx ProcterCooley”). After the Closing, it is possible that Xxxxxxx Procter Cooley will represent the Indemnifying PartiesCompany Equityholders, the Stockholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, including matters related to the Holdback Escrow Amount and any claims related thereto pursuant to this Agreement. Parent The Buyer and the Company hereby agree that Xxxxxxx Procter Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such parties shall cause any subsidiaries thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Additional Agreement. Each of the parties Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates affiliates that the Company is currently a the client of Xxxxxx Xxxxxxx Procter, LLP Xxxxxxxx & Xxxxxx (“Xxxxxxx ProcterWSGR”) and Xxxxxx Xxxxx Xxxxxx (“Xxxxxx”). After the Closing, it is possible that Xxxxxxx Procter WSGR or Xxxxxx will represent the Indemnifying PartiesCompany Securityholders, the StockholdersSecurityholders’ Representative and their respective Affiliates affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Holdback Amount Escrow Fund and any claims related thereto pursuant to this Agreement. Parent Purchaser and the Company hereby agree that Xxxxxxx Procter WSGR (or any successor) and Xxxxxx (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter WSGR (or any successor) and Xxxxxx (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties Parties hereto hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.. (signature pages follow)

Additional Agreement. Each of the parties hereto Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates affiliates that the Company is currently a the client of Xxxxxx & Xxxxxxx Procter, LLP (“Xxxxxxx Procter”)LLP. After the Closing, it is possible that members of Xxxxxx & Xxxxxxx Procter LLP that have not otherwise represented or been involved with representation of Parent on existing or prior unrelated matters (the “Company Xxxxxx & Xxxxxxx LLP Representatives”) will represent the Indemnifying PartiesEquityholders’ Representative, the Stockholders’ Representative certain Equityholders and their respective Affiliates affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement, including, without limitation, matters related to the Holdback Amount determination of the Closing Balance Sheet and any claims related thereto pursuant to this Agreementthe Conclusive Adjustment Statement. Parent The Purchaser Parties and the Company hereby agree that Xxxxxx & Xxxxxxx Procter LLP (or any successor) through the Company Xxxxxx & Xxxxxxx LLP Representatives may represent the Seller Group in the future in connection with such matters related to this Agreement and any claims that may be made thereunder pursuant to this Agreement. Xxxxxxx Procter (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate use confidential information of the Seller Group, Company obtained in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement and each its representation of the parties hereto Company solely in connection with such matters. Each of the Parties hereby consents thereto and waives any conflict of interest arising therefromtherefrom and each of such Parties shall cause any affiliate thereof to consent to waive any conflict of interest arising solely from such limited representation. Each of the parties hereto Parties acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.