Common use of Company Legal Representation Clause in Contracts

Company Legal Representation. Each Party hereby agrees for itself and on behalf of its Waiving Parties, that Sxxxxxx Xxxxxxx & Bxxxxxxx LLP (or any of its successors) may represent any Company Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, and each Party, on behalf of itself and the other Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each Party, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx & Bxxxxxxx LLP provides legal services to Company Shareholder or its Affiliates after the Closing Date. Each of Party, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a Company Party or any of its respective Affiliates and respective counsel, including Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the SPAC or the SPAC Sponsor notwithstanding the Mergers, and instead survive, remain with and are controlled by the Company Parties (the “Company Party Privileged Communications”), without any waiver thereof. Each Party, on behalf of itself and the other Waiving Parties, agrees that none of them may use or rely on any of the Company Party Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the knowledge or the officers and employees of a Group Company), in any Legal Proceeding against or involving any Company Party after the Closing, and each of them agrees not to assert that any privilege has been waived as to the Company Party Privileged Communications.

Company Legal Representation. Each Party hereby agrees for itself and on behalf of its Waiving Parties, that Sxxxxxx Nxxxxx Xxxxxxx Xxxxx & Bxxxxxxx Sxxxxxxxxxx LLP (“NMRS”) (or any of its successors) may represent any Company Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, and each Party, on behalf of itself and the other Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each Party, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx & Bxxxxxxx LLP NMRS provides legal services to any Company Shareholder Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates after the Closing Date. Each of Party, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a Company Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates and respective counsel, including Sxxxxxx Xxxxxxx & Bxxxxxxx LLPNMRS, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the SPAC or the SPAC Sponsor notwithstanding the MergersSPAC Merger and the Share Swap, and instead survive, remain with and are controlled by the Company Parties (the “Company Party Privileged Communications”), without any waiver thereof. Each Party, on behalf of itself and the other Waiving Parties, agrees that none of them may use or rely on any of the Company Party Privileged Communications, whether located in the records or email server of a Group Company Party or otherwise (including in the knowledge or the officers and employees of a Group CompanyCompany Party), in any Legal Proceeding against or involving any Company Party after the Closing, and each of them agrees not to assert that any privilege has been waived as to the Company Party Privileged Communications.

Company Legal Representation. Each Party DSAC hereby agrees for itself and on behalf of itself and its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “DSAC Waiving Parties”), that Sxxxxxx Xxxxxxx & Bxxxxxxx LLP any legal counsel (including Pxxx Xxxxxxxx LLP) that represented the Company or any of its successors) Affiliates prior to the Closing may represent any the Company Party Designee, or any of its the Company’s Affiliates or the Company’s Affiliates’ respective shareholders, stockholdersdirectors, members, owners, partners, Representatives and Affiliatesofficers or employees, in each case, after the Closing in connection with any Legal Proceeding Action or obligation arising out of or relating to this Agreement, any Transaction Agreement or notwithstanding its representation of the TransactionsCompany prior to the Closing, and each Party, of DSAC and the Company on behalf of itself and the other DSAC Waiving Parties, Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each Party, for itself of DSAC and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx & Bxxxxxxx LLP provides legal services to Company Shareholder or its Affiliates after the Closing Date. Each of Party, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a Company Party or any of its respective Affiliates and respective counsel, including Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the SPAC or the SPAC Sponsor notwithstanding the Mergers, and instead survive, remain with and are controlled by the Company Parties (the “Company Party Privileged Communications”), without any waiver thereof. Each Party, on behalf of itself and the other DSAC Waiving PartiesParties hereby further agrees that, agrees as to all legally privileged communications prior to the Closing between or among any legal counsel (including Pxxx Xxxxxxxx LLP) that none represented the Company or any of them may use its Affiliates or rely on any of the Company Party Privileged CommunicationsCompany’s Affiliates’ respective directors, whether located in members, partners, officers or employees prior to the records or email server of a Group Company or otherwise (including in the knowledge or the officers and employees of a Group Company), Closing in any Legal Proceeding against or involving any Company Party after way related to the Closingtransactions contemplated hereby, the attorney/client privilege and each the expectation of them agrees not to assert that any privilege has been waived as client confidence belongs to the Company Designee and may be controlled by the Company Designee, and shall not pass to or be claimed or controlled by Newco (after giving effect to the Closing), the Surviving Corporation or any other DSAC Waiving Party; provided that the Company Designee shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by DSAC or any DSAC Waiving Party Privileged Communicationsprior to the Closing with the Company or the Company Designee (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.

Company Legal Representation. Each Party PAQC hereby agrees for itself and on behalf of itself and its directors, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “PAQC Waiving Parties”), that Sxxxxxx Xxxxxxx any legal counsel (including Sxxxxxxx & Bxxxxxxx Cxxxxxxx (Hong Kong) LLP (and its affiliates) that represented the Company or any of its successors) Affiliates prior to the Closing may represent any the Company Party Designees, or any of its the Company’s Affiliates or the Company’s Affiliates’ respective shareholders, stockholdersdirectors, members, owners, partners, Representatives and Affiliatesofficers or employees, in each case, after the Closing in connection with any Legal Proceeding Action or obligation arising out of or relating to this Agreement, any Transaction Agreement or notwithstanding its representation of the TransactionsCompany prior to the Closing, and each Party, of PAQC and the Company on behalf of itself and the other PAQC Waiving Parties, Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each Party, for itself of PAQC and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx & Bxxxxxxx LLP provides legal services to Company Shareholder or its Affiliates after the Closing Date. Each of Party, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a Company Party or any of its respective Affiliates and respective counsel, including Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the SPAC or the SPAC Sponsor notwithstanding the Mergers, and instead survive, remain with and are controlled by the Company Parties (the “Company Party Privileged Communications”), without any waiver thereof. Each Party, on behalf of itself and the other PAQC Waiving PartiesParties hereby further agrees that, agrees as to all legally privileged communications prior to the Closing between or among any legal counsel (including Sxxxxxxx & Cxxxxxxx (Hong Kong) LLP and its affiliates) that none represented the Company or any of them may use its Affiliates or rely on any of the Company Party Privileged CommunicationsCompany’s Affiliates’ respective directors, whether located in members, partners, officers or employees prior to the records or email server of a Group Company or otherwise (including in the knowledge or the officers and employees of a Group Company), Closing in any Legal Proceeding against or involving any Company Party after way related to the Closingtransactions contemplated hereby, the attorney/client privilege and each the expectation of them agrees not to assert that any privilege has been waived as client confidence belongs to the Company Designees and may be controlled by the Company Designees, and shall not pass to or be claimed or controlled by the Second Merger Surviving Company (after giving effect to the Closing) or any other PAQC Waiving Party; provided that the Company Designees shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by PAQC or any PAQC Waiving Party Privileged Communicationsprior to the Closing with the Company or the Company Designees (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Second Merger Surviving Company and the Company.

Company Legal Representation. Each Party hereby agrees for itself and on behalf of its Waiving Parties, that Sxxxxxx Xxxxxxx White & Bxxxxxxx Case LLP (or any of its successors) may represent any Company Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, and each Party, on behalf of itself and the other Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each Party, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx White & Bxxxxxxx Case LLP provides legal services to any Company Shareholder Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates after the Closing Date. Each of Party, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a Company Party or any of its respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates and respective counsel, including Sxxxxxx Xxxxxxx White & Bxxxxxxx Case LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the SPAC Parties or the SPAC Sponsor notwithstanding the MergersMerger and the Share Swap, and instead survive, remain with and are controlled by the Company Parties (the “Company Party Privileged Communications”), without any waiver thereof. Each Party, on behalf of itself and the other Waiving Parties, agrees that none of them may use or rely on any of the Company Party Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the knowledge or the officers and employees of a Group Company), in any Legal Proceeding against or involving any Company Party after the Closing, and each of them agrees not to assert that any privilege has been waived as to the Company Party Privileged Communications.