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. 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. (c)
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. The Buyer hereby agrees that, and agrees to cause the Company following the Closing to agree that, after the Closing, the Firm may represent the Sellers Representative, any Seller, and any officer, director, manager, employee, shareholder, partner or member of the Sellers Representative and/or any 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 or any Related Agreement, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among the 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 the Buyer, the Company or any of their respective Affiliates.
Affirmation of Representation. Purchaser and Purchaser Guarantor hereby agree 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 the Confidentiality Agreement, and including for the avoidance of doubt in any litigation, arbitration, dispute or mediation between or among Purchaser, Purchaser Guarantor or any of their Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Purchaser, Purchaser Guarantor or any of their 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. Loyola affirms the representation and warranty made in Section 2.10 of the Agreement as of September 30, 1995.
Affirmation of Representation. Buyer hereby agrees that, after the Closing, AFS may represent Seller or any officer, director, manager, employee, shareholder, partner or member 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, any Ancillary Document or the Confidentiality Agreements, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or such Affiliates.
Affirmation of Representation. The Buyer hereby agrees that, in the event that a dispute arises between the Buyer or any of its Affiliates (including, after the Closing, the Company, the Blocker Corps or any of the Subsidiaries) and any Seller or any of its Affiliates (including, prior to the Closing, the Company, the Blocker Corps or any of the Subsidiaries), Proskauer may represent such Sellers or any such Affiliates in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to the Buyer or any of its Affiliates (including, after the Closing, the Company, the Blocker Corps or any of the Subsidiaries), and even though Proskauer may have represented the Company, a Blocker Corp or a Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer, the Company, a Blocker Corp or a Subsidiary.
