Affirmation of Representation Sample Clauses

Affirmation of Representation. Parent and the Company hereby agree that, and each agrees to cause each Company Affiliate to agree that, after the Closing, Schiff may represent the Stockholder Representative, any Stockholder, and any officer, director, manager, employee, shareholder, partner or member of any Company Entity (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Parent, any Company Entity or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Parent, a Company Entity or any of their respective Affiliates, and even though Schiff may have represented a Company Entity in a substantially related matter, or may be representing a Company Entity in ongoing matters.

Affirmation of Representation. Purchaser, for itself, and following the Closing on behalf of the Purchased Companies, hereby agree that after the Closing, Xxxxx Day may represent Parent or any officer, director, manager, employee, shareholder, partner or member of Parent or the Purchased Companies (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement, any Ancillary Document or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Purchaser, a Purchased Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Purchaser, a Purchased Company or any of their respective Affiliates, and even though Xxxxx Day may have represented such Purchased Company in a substantially related matter, or may be representing Purchaser or a Purchased Company in ongoing matters.

Affirmation of Representation. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company or any of the Subsidiaries) and the Sellers, the Seller Representative or any of their Affiliates or members (including, prior to the Closing, the Company or any of the Subsidiaries), either or both of the Firms may represent the Sellers, the Seller Representative or any such Affiliate or member of any Seller or the Seller Representative in such dispute even though the interests of the Sellers, the Seller Representative or such Affiliate or member may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company or any of the Subsidiaries), and even though the Firms may have represented the Company or a Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or a Subsidiary.

Affirmation of Representation. Parent and the Company hereby agree that Xxxxxxx may represent the Stockholders, the Seller Representative or any officer, director, manager, employee, shareholder, partner or member of the Company (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any Ancillary Document, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Parent, the Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Parent, the Company or any of their respective Affiliates, and even though Xxxxxxx may have represented the Company in a substantially related matter, or may be representing the Company in ongoing matters.

Affirmation of Representation. Buyer hereby agrees that after the Closing, Willkie may represent Seller, any Affiliate of Seller and any equity holder, shareholder, partner, member or Representative of Seller (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement, the Ancillary Documents or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer, any Target Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, a Target Company or any of their respective Affiliates, and even though Willkie may have represented a Target Company in a substantially related matter, or may be representing Buyer, a Target Company or any of their respective Affiliates in ongoing matters.

Affirmation of Representation. Buyer and the Company hereby agree that, and each agrees to cause each Group Company to agree that, after the Closing, Schiff may represent the Stockholder Representative, any Stockholder, and any officer, director, manager, employee, shareholder, partner or member of the Stockholder Representative and/or any Stockholder (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement, any Ancillary Document or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer, any Group Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, a Group Company or any of their respective Affiliates, and even though Schiff may have represented a Group Company in a substantially related matter, or may be representing Buyer or a Group Company in ongoing matters.

Affirmation of Representation. Purchaser hereby agrees that after the Closing, Xxxxx & Xxxxxxxxx LLP may represent the Group Companies or any officer, director, manager, employee, shareholder, partner or member of any Group Company (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or, and including for the avoidance of doubt in any litigation, arbitration, dispute or mediation between or among Purchaser or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Purchaser or any of its Affiliates.

Affirmation of Representation. Buyer hereby agrees that after the Closing, Sidley may represent any Selling Equityholder or any shareholder, partner, member or Representative of such Selling Equityholder (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement, the Ancillary Documents or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer, the Company, any Company Subsidiary or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, the Company, any Company Subsidiary or any of their respective Affiliates, and even though Sidley may have represented the Company or any Company Subsidiary in a substantially related matter, or may be representing Buyer, the Company or any Company Subsidiary in ongoing matters.

Affirmation of Representation. Buyer and the Company hereby agree that Schiff may represent Seller or any officer, director, manager, employee, shareholder, partner or member of Seller or the Company (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any Ancillary Document, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer, the Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, the Company or any of their respective Affiliates, and even though Schiff may have represented the Company in a substantially related matter, or may be representing the Company in ongoing matters.

Affirmation of Representation. Buyer and the Company hereby agree that after the Closing, Schiff may represent Parent or any officer, director, manager, employee, shareholder, partner or member of Parent or the Company (any such Person, a "Designated Person") in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement, any Ancillary Document or the Confidentiality Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer, the Company or any of their respective Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, the Company or any of their respective Affiliates, and even though Schiff may have represented the Company in a substantially related matter, or may be representing Buyer or the Company in ongoing matters.