Common use of Company Representation Clause in Contracts

Company Representation. Each of the parties hereto hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any of the Seller, Minority Holders and their respective Non-Recourse Parties (individually and collectively, the “Sellers Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to the Sellers Group (or any member of the Sellers Group) or any director, member, partner, officer, employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof to consent to and waive any conflict of interest arising from such representation. The decision to represent any of the Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided that, such privilege from and after the Closing shall be assigned to and controlled by the Representative. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be assigned to and controlled by the Representative. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing.

Company Representation. Each of the parties hereto Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Seller, Minority Holders and their respective Non-Recourse Parties (individually and collectively, the “Sellers Group”), on the one hand, and the Company and its SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated herebythereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Sellers Group (or any member of the Sellers Group) Seller or any director, member, partner, officer, or employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Group) Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its SubsidiariesCompany, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof its Affiliates to consent to and waive any conflict of interest arising from such representation. The decision Buyer, Seller and the Company further agree that, as to represent any of all communications among XxXxxxxxx Will & Xxxxx LLP, the Company, Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or Affiliates in connection with any of its Subsidiaries matter, including without limitation in connection with the transactions contemplated by this Agreement shall survive Agreement, the Closing attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privileges) belongs to Seller and may be controlled by Seller and shall remain in effect; provided that, such privilege from and after the Closing shall not pass to or be assigned to and controlled claimed by the RepresentativeBuyer. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure The Parties agree that any privilege attaching as a result of Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP representing shall not, without the Company or consent Seller, be required to disclose to Buyer any of its Subsidiaries advice given in connection with this Agreement and the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be assigned to and controlled by the Representative. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closinghereby.

Company Representation. Each Recognizing that Xxxxxxxxx Xxxxxxxx LLP (“Xxxxxxxxx”) has acted as legal counsel to the Seller and the Company prior to the Closing, and that Xxxxxxxxx intends to act as legal counsel to the Seller after the Closing, the Purchaser (including on behalf of the parties hereto Company following the Closing) hereby agreesirrevocably waives, on its own behalf and on behalf of agrees to cause its directorsAffiliates to waive, members, partners, officers, employees and Affiliates, any conflicts as to representation that Xxxxxxxx & Xxxxx LLP may serve arise in connection with Xxxxxxxxx representing the Seller after the Closing as counsel such representation may be adverse to each and any the Purchaser or the Company (including in respect of the Seller, Minority Holders and their respective Non-Recourse Parties transactions contemplated by this Agreement) (individually and collectively, the “Sellers GroupAdverse Actions”). In addition, in connection with any Adverse Action, all communications involving attorney-client confidences between the Seller, on the one hand, and the Company and its SubsidiariesXxxxxxxxx, on the other hand, in connection with each case, in the course of the negotiation, preparationdocumentation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to the Sellers Group (or any member of the Sellers Group) or any director, member, partner, officer, employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of will be deemed to be attorney-client confidences that belong solely to the Seller, as applicable (and not to the Company). Accordingly, the Company and/or will not have access to any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof to consent to and waive any conflict of interest arising from such representation. The decision to represent any of the Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries communications in connection with any Adverse Action, or to the files of Xxxxxxxxx relating to engagement relating to the transactions contemplated by this Agreement shall survive Agreement, whether or not the Closing and shall remain in effect; provided that, such privilege from and after will have occurred. Without limiting the Closing shall be assigned to and controlled by the Representative. In furtherance generality of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive upon and after the Closing, remain (a) the Seller will be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Company will be a holder thereof, (b) to the extent that files of Xxxxxxxxx in effect respect of such engagement constitute property of the client, only the Seller will hold such property rights, and be assigned (c) Xxxxxxxxx will have no duty whatsoever to and controlled by the Representative. As to reveal or disclose any privileged such attorney-client communications between Xxxxxxxx & Xxxxx LLP and or files to the Company or by reason of any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser attorney-client relationship between Xxxxxxxxx and the Company. Notwithstanding anything to the contrary contained in the foregoing, together with any of their respective Affiliatesif a dispute arises between the Purchaser, successors or assignsthe Company, agree that no such and a third party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties (other than a party hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated Affiliates) after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxx to such third party; provided, however, the Company may waive such privilege without any further action by any Person effective as the prior written consent of the ClosingSeller.

Company Representation. Each of the parties hereto Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx & Xxxxx Sidley Austin LLP may serve as counsel to each and any of the Seller, Minority Holders and their respective Non-Recourse Parties (individually and collectively, the “Sellers Group”)Seller Entities, on the one hand, and the Company Companies and its their Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, and that, following consummation of the transactions contemplated herebyTransactions, Xxxxxxxx & Xxxxx Sidley Austin LLP (or any successor) may serve as counsel to the Sellers Group Seller Entities (or any member of the Sellers GroupSeller Entities) or any director, member, partner, officer, employee or Affiliate of the Company or the Sellers Group Seller Entities (or any member of the Sellers GroupSeller Entities) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiariesrepresentation, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof its Affiliates to consent to and waive any conflict of interest arising from such representation. The decision Buyer further agrees that, as to represent any of all communications among Sidley Austin LLP, the Seller or Seller, Parent and/or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company Companies or any of its their Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided thatany matter, such privilege from and after the Closing shall be assigned to and controlled by the Representative. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries including without limitation in connection with the transactions contemplated by this Agreement shall survive Transactions, the Closing, remain in effect attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Seller and may be assigned to and controlled by the Representative. As Seller and shall not pass to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectivelybe claimed by Buyer, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto Companies or any of their respective Non-Recourse Parties after the ClosingSubsidiaries. The Company further agrees thatParties agree that Sidley Austin LLP shall not, on its own behalf and on behalf without the consent of its Subsidiariesthe Seller, Xxxxxxxx & Xxxxx LLP’s retention by be required to disclose to Buyer, the Company Companies or any of its respective Subsidiaries shall be deemed completed their Subsidiaries, any advice given in connection with this Agreement and terminated without any further action by any Person effective as of the ClosingTransactions.

Company Representation. Each of the parties hereto Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Seller, Minority Holders Securityholders and their respective Non-Recourse Parties Affiliates (individually and collectively, the “Sellers Securityholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Sellers Representative, the Securityholder Group (or any member of the Sellers Securityholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Sellers Securityholder Group (or any member of the Sellers Securityholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof its Affiliates to consent to and waive any conflict of interest arising from such representation. The decision Buyer and Merger Sub further agree that, as to represent any of the Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx all communications among XxXxxxxxx Will & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing , the Representative, the Company or and/or any of its Subsidiaries Securityholder in connection with the transactions contemplated by this Agreement shall survive Agreement, the Closing attorney-client privilege and shall remain in effect; provided thatthe expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, such privilege from if applicable, the Securityholders and after the Closing shall may be assigned to and controlled by the Representative. In furtherance of Representative and shall not pass to or be claimed by Buyer, Merger Sub, the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company Surviving Corporation or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be assigned to and controlled by the RepresentativeSubsidiaries. As to any privileged attorney-client communications between Xxxxxxxx The Parties agree that XxXxxxxxx Will & Xxxxx LLP and shall not, without the Company consent of the Representative, be required to disclose to Buyer or the Surviving Corporation or any of its Subsidiaries prior to the Closing Date (collectivelySubsidiaries, the “Privileged Communications”), the Purchaser any advice given in connection with this Agreement and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closingtransactions contemplated hereby.

Company Representation. Each of the parties hereto hereby agreesParent and Buyer, on its own behalf for themselves and on behalf of its their respective Subsidiaries (including Merger Sub) and their respective directors, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any of a dispute arises after the SellerClosing between Parent, Minority Holders and their respective Non-Recourse Parties (individually and collectivelyBuyer, Blocker, the “Sellers Group”)Surviving Company and/or its Subsidiaries, on the one hand, and the Company and its SubsidiariesRepresentative, Blocker Seller or any Unitholder, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (may represent the Representative, Blocker Seller or any successor) may serve as counsel to such Unitholder in such dispute, even though the Sellers Group (or any member interests of the Sellers Group) Representative, Blocker Seller or any directorsuch Unitholder may be directly adverse to Parent, memberBuyer, partnerBlocker, officerthe Surviving Company and/or its Subsidiaries and even though Xxxxxxxx & Xxxxx LLP may have represented Blocker, employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its SubsidiariesSubsidiaries in a matter substantially related to such dispute. Parent, Buyer and each of the Parties consents thereto and waives any conflict of interest arising therefromMerger Sub further agree that, and each of such Parties shall cause any Non-Recourse Party thereof as to consent to and waive any conflict of interest arising from such representation. The decision to represent any of the Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of all communications among Xxxxxxxx & Xxxxx LLP, the Representative, the Company, and of its Subsidiaries and any of their respective Affiliates that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belongs to the Representative and shall not pass to or be claimed by Parent, Buyer, Blocker, the Surviving Company or any of their Subsidiaries. Any Notwithstanding the foregoing, in the event that a dispute arises between Parent, Buyer, Blocker, the Surviving Company or any of their Subsidiaries and a third party (other than a party to any Transaction Document or any Affiliate of any such party) after the Closing, Blocker, the Surviving Company and its Subsidiaries may assert the attorney-client privilege attaching as a result to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither Blocker nor the Surviving Company or its Subsidiaries may waive such privilege without the prior written consent of the Representative. In addition, all of the client files and records in the possession of Xxxxxxxx & Xxxxx LLP representing related to the Transactions will be property of (and be controlled by) the Representative and neither Blocker nor the Surviving Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided that, such privilege from and after the Closing shall be assigned entitled to and controlled by the Representative. In furtherance of the foregoingretain copies of, each of the parties hereto agrees to take the steps necessary to ensure that or have access to, any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be assigned to and controlled by the Representative. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closingrecords.

Company Representation. Each of the parties hereto hereby agreesParent and Merger Sub, on its own behalf for themselves and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any of the Seller, Minority Holders and their respective Non-Recourse Parties (individually and collectivelySubsidiaries, hereby agrees that, in the event that a dispute arises after the Closing between Parent, Merger Sub, the “Sellers Group”)Surviving Company and/or its Subsidiaries, on the one hand, and the Company and its SubsidiariesEquityholders’ Representative or any Equityholder, on the other hand, Xxxxxxxxxx PC may represent the Equityholders’ Representative or such Equityholder in connection with such dispute, even though the negotiationinterests of the Equityholders’ Representative or such Equityholder may be directly adverse to Parent, preparationMerger Sub, execution the Surviving Company and/or its Subsidiaries and delivery even though Xxxxxxxxxx PC may have represented the Company and/or its Subsidiaries in a matter substantially related to such dispute. Parent and Merger Sub further agree that, as to all pre-Closing communications among Polsinelli PC, the Equityholders’ Representative, the Company, and of this Agreement its Subsidiaries and the consummation any of their respective Affiliates that relate in any way to the transactions contemplated hereby, the attorney-client privilege and that, following consummation the expectation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel client confidence belongs to the Sellers Group (Equityholders’ Representative and shall not pass to or any member of be claimed by Parent, Merger Sub, the Sellers Group) or any director, member, partner, officer, employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Non-Recourse Party thereof to consent to and waive any conflict of interest arising from such representation. The decision to represent any of the Seller or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Surviving Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided that, such privilege from and after the Closing shall be assigned to and controlled by the Representativetheir Subsidiaries. In furtherance of Notwithstanding the foregoing, each of in the parties hereto agrees to take event that a dispute arises between Parent, Merger Sub, the steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Surviving Company or any of their Subsidiaries and a third party (other than a party to any Transaction Document or any Affiliate of any such party) after the Closing, the Surviving Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxxx PC to such third party; provided, however, that neither the Surviving Company nor its Subsidiaries may waive such privilege without the prior written consent of the Equityholders’ Representative. In addition, all of the client files and records in connection with the possession of Xxxxxxxxxx PC related to the transactions contemplated by this Agreement shall survive the Closing, remain in effect hereby will be property of (and be assigned to controlled by) the Equityholders’ Representative and controlled by the Representative. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and neither the Company or nor any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, Xxxxxxxx & Xxxxx LLP’s retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without entitled to retain copies of, or have access to, any further action by any Person effective as of the Closing.such records. [Signature Pages Follow]

Company Representation. Each of the parties hereto Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, officers, employees and Affiliates, (a) that Xxxxxxxx & Xxxxx LLP, Xxxxx Day and Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP have been retained by, and may serve as counsel to to, each and any of the SellerRepresentative, Minority Holders the Unitholders and their respective Non-Recourse Parties Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “Sellers "Seller Group”"), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxxx & Xxxxx LLP, Xxxxx Day and Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP have not acted as counsel for any other Party in connection with the Transactions and that none of the other Parties has the status of a client of Xxxxxxxx & Xxxxx LLP, Xxxxx Day or Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Xxxxxxxx & Xxxxx LLP, Xxxxx Day or Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (or any successorof their respective successors) may serve as counsel to the Sellers Seller Group (or any member of the Sellers Group) or any director, member, partner, manager, officer, employee or Affiliate of the Company or the Sellers Group (or any member of the Sellers Seller Group) , in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company and/or or any of its Subsidiaries, and each of the Parties (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefrom, and each of such Parties shall parties will cause any Non-Recourse Party Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. The decision to represent any of Buyer, the Company and the Seller Group hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Group or the Minority Holders and their respective Non-Recourse Parties shall be solely that of Affiliates, on the other hand, Xxxxxxxx & Xxxxx LLP. Any privilege attaching as a result , Xxxxx Day or Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP may represent the Seller Group and/or such Affiliates in such dispute even though the interests of the Seller Group and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxxx & Xxxxx LLP, Xxxxx Day or Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP representing may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided that, such privilege from and after the Closing shall be assigned to and controlled by the Representativetheir Subsidiaries. In furtherance addition, Buyer agrees that (x) all communications prior to the Effective Time among any member of the foregoingSeller Group, each the Company and its Subsidiaries, any of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of their respective Affiliates, directors, officers, employees or representatives, and Xxxxxxxx & Xxxxx LLP, Xxxxx Day or Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP representing that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the "Protected Seller Communications"), will be deemed to be privileged and confidential communications, (y) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, belong to and will be retained by the Seller Group and (z) to the extent Buyer or any of its Affiliates (including the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive after the Closing) should discover in its possession after the Closing any Protected Seller Communications, remain in effect it will take reasonable steps to preserve the confidentiality thereof and be assigned promptly deliver the same to and controlled by the Representative, keeping no copies, and will not by reason thereof assert any loss of confidentiality or privilege protection. As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP and the Company or any of its Subsidiaries such Protected Seller Communications prior to the Closing Date (collectivelyDate, the “Privileged Communications”)Buyer, the Purchaser and the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that no such party none of the foregoing may use or rely on any of the Privileged Protected Seller Communications in any action or claim against or involving any of the Parties hereto Seller Group, Xxxxxxxx & Xxxxx LLP, Xxxxx Day or any of their respective Non-Recourse Parties Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP after the Closing. The Company further agrees thatProtected Seller Communications may be used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between the Surviving Corporation and its Affiliates, on the one hand, and a third party other than the Seller Group (solely in their capacity as equityholders of the Company or the Representative), on the other hand, the Surviving Corporation and its Affiliates may assert the attorney-client privilege with 80 respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. Buyer, Merger Sub and the Representative knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of its Subsidiarieseach of their respective former, Xxxxxxxx & Xxxxx LLP’s retention by current, or future Affiliates (including, in respect of Buyer, the Company and its Subsidiaries (but solely after the Closing)), officers, directors, employees, partners, members, equityholders, controlling or controlled persons, managers, agents, representatives, successors, or permitted assigns, that the agreements contained in this Section 14.16 (a) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for twenty (20) years and will not be subject to any of its respective Subsidiaries shall be deemed completed the survival or exclusive remedy provisions of ARTICLE XI; and terminated without any further action by any Person effective as (b) are an integral part of the ClosingTransactions and that, without the agreements set forth in this Section 14.16, neither party would enter into this Agreement and the Company would not recommend approval of this Agreement to the Unitholders.