Common use of Company Representation Clause in Contracts

Company Representation. Each Purchaser, for itself and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its and their respective directors, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that a dispute arises after the Closing between either Purchaser, any Company Entity or any of their Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, in any matter involving this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, Xxxxxxxx & Xxxxx LLP may represent Seller or such Affiliate in such dispute, even though the interests of Seller or such Affiliate may be directly adverse to Purchasers, the Company Entities and/or their Affiliates and even though Xxxxxxxx & Xxxxx LLP may have represented the Company Entities in a matter substantially related to such dispute. Each Purchaser, for itself and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its and their respective directors, equityholders, members, partners, officers, employees and Affiliates, further agree that, as to all communications prior to the Closing among Xxxxxxxx & Xxxxx LLP, Seller and the Company Entities that relate to the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to Seller and shall not pass to or be claimed by either Purchaser or any Company Entity. Notwithstanding the foregoing, in the event that a dispute arises between either Purchaser or any Company Entity and a third party (other than Seller or Insignia Capital Group, LP or any of its Affiliates (other than “portfolio companies” of Insignia Capital Group, LP), officers, directors or employees) after the Closing, the Company Entities may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that no Company Entity may waive such privilege without the prior written consent of Seller.

Company Representation. Each Purchaserof the Parties hereby agrees, for itself on its own behalf and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and the Company, for itself and on behalf any of the other Company Entities and its Unitholders and their respective directorsAffiliates (individually and collectively, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that a dispute arises after the Closing between either Purchaser, any Company Entity or any of their Affiliates“Unitholder Group”), on the one hand, and Seller or any of the Company and its AffiliatesSubsidiaries, on the other hand, in any matter involving connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any Ancillary successor) may serve as counsel to the Representative, the Unitholder Group (or any member of the Unitholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Group (or any member of the Unitholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or thereby, Xxxxxxxx & Xxxxx LLP may represent Seller or such Affiliate in such dispute, even though the interests any continued representation of Seller or such Affiliate may be directly adverse to Purchasers, the Company Entities and/or their Affiliates and even though Xxxxxxxx & Xxxxx LLP may have represented the Company Entities in a matter substantially related to such dispute. Each Purchaser, for itself and on behalf any of its directors, equityholders, members, partners, officers, employees and AffiliatesSubsidiaries, and the Company, for itself and on behalf each of the other Company Entities Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and their respective directors, equityholders, members, partners, officers, employees waive any conflict of interest arising from such representation. Buyer and Affiliates, Merger Sub further agree that, as to all communications prior to the Closing among Xxxxxxxx XxXxxxxxx Will & Xxxxx LLP, Seller and the Representative, the Company Entities that relate to and/or any Unitholder in connection with this Agreement or the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to Seller the Representative and, if applicable, the Unitholders and may be controlled by the Representative and shall not pass to or be claimed by either Purchaser or any Buyer, Merger Sub, the Surviving Company Entity. Notwithstanding the foregoing, in the event that a dispute arises between either Purchaser or any Company Entity and a third party (other than Seller or Insignia Capital Group, LP or any of its Affiliates (other than “portfolio companies” Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without the consent of Insignia Capital Groupthe Representative, LP)be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, officersany advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, directors from and after Closing and except in connection with any dispute or employees) after Proceeding involving the ClosingParties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Company Entities may assert Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege to prevent disclosure on behalf of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; providedHIG Holdco, howeverthe Surviving Company, that no Company Entity may waive such privilege or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of SellerBuyer and the Surviving Company.

Company Representation. Each PurchaserBuyer, for itself and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its respective Subsidiaries (including Merger Sub) and their respective directors, equityholders, members, partners, officers, employees and Affiliates, hereby agree agrees that, in the event that a dispute arises after the Closing between either PurchaserBuyer, any the Surviving Company Entity or any of their Affiliatesand/or its Subsidiaries, on the one hand, and the Representative, Blocker Seller or any of its AffiliatesDesignated Unitholder, on the other hand, in any matter involving this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, Xxxxxxxx & Xxxxx LLP may represent the Representative, Blocker Seller or such Affiliate Designated Unitholder in such dispute, even though the interests of the Representative, Blocker Seller or such Affiliate Designated Unitholder may be directly adverse to PurchasersBuyer, the Surviving Company Entities and/or their Affiliates its Subsidiaries and even though Xxxxxxxx & Xxxxx LLP may have represented the Company Entities and/or its Subsidiaries in a matter substantially related to such disputethe Transactions. Each Purchaser, for itself Buyer and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its and their respective directors, equityholders, members, partners, officers, employees and Affiliates, Merger Sub further agree that, as to all communications prior to the Closing among Xxxxxxxx & Xxxxx LLP, Seller the Representative, the Company, and the Company Entities of its Subsidiaries and any of their respective Affiliates that relate in any way to the transactions contemplated herebyTransactions, the attorney-client privilege and the expectation of client confidence belongs to Seller the Representative and shall not pass to or be claimed by either Purchaser Buyer, the Surviving Company or any Company Entityof their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between either Purchaser Buyer, the Surviving Company or any Company Entity of their Subsidiaries and a third party (other than Seller or Insignia Capital Group, LP a party to any Transaction Document or any Affiliate of its Affiliates (other than “portfolio companies” of Insignia Capital Group, LP), officers, directors or employeesany such party) after the Closing, the Surviving Company Entities and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, provided that no neither the Surviving Company Entity nor its Subsidiaries may waive such privilege without the prior written consent of Sellerthe Representative. In addition, all of the client files and records in the possession of Xxxxxxxx & Xxxxx LLP related to the Transactions will be property of (and be controlled by) the Representative and neither the Company nor any of its Subsidiaries shall be entitled to retain copies of, or have access to, any such records.

Company Representation. Each PurchaserRecognizing that Counsel has acted as legal counsel to Seller, for itself and on behalf of its directors, equityholders, members, partners, officers, employees and Affiliatesthe Company Group, and their Affiliates prior to the CompanyClosing, for itself and that Counsel intends to act as legal counsel to Seller and certain of their Affiliates after the Closing, Buyer (including on behalf of the other Company Entities Group following the Closing) hereby irrevocably waives, on its own behalf and agrees to cause its and Affiliates to waive, any conflicts that may arise in connection with Counsel representing Seller and/or their respective directors, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that a dispute arises Affiliates after the Closing between either Purchaseras such representation may relate to Buyer, any the Company Entity or any of their AffiliatesGroup, on the one hand, and Seller or any of its Affiliates, on the other hand, in any matter involving this Agreement or any Ancillary Agreement or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller and/or their Affiliates in the course of the negotiation, documentation, and consummation of the transactions contemplated hereby or thereby, Xxxxxxxx & Xxxxx LLP may represent will be deemed to be attorney-client confidences that belong solely to Seller or such Affiliate in such dispute, even though and/or their Affiliates (and not to the interests of Seller or such Affiliate may be directly adverse to PurchasersCompany Group). Accordingly, the Company Entities Group will not have access to any such communications, or to the files of Counsel relating to engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) Seller and/or their Affiliates (and even though Xxxxxxxx & Xxxxx LLP may have represented not the Company Entities in a matter substantially related to such dispute. Each Purchaser, for itself and on behalf Group) will be the sole holders of its directors, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its and their respective directors, equityholders, members, partners, officers, employees and Affiliates, further agree that, as to all communications prior to the Closing among Xxxxxxxx & Xxxxx LLP, Seller and the Company Entities that relate to the transactions contemplated hereby, the attorney-client privilege with respect to such engagement, and no member of the Company Group will be a holder thereof, (b) to the extent that files of Counsel in respect of such engagement constitute property of the client, only Seller and/or their Affiliates (and not the Company Group) will hold such property rights, and (c) Counsel will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group by reason of any attorney-client relationship between Counsel and the expectation of client confidence belongs to Seller and shall not pass to Company Group or be claimed by either Purchaser or any Company Entityotherwise. Notwithstanding anything to the contrary contained in the foregoing, in the event that if a dispute arises between either Purchaser or any Buyer and the Company Entity Group, and a third party (other than Seller or Insignia Capital Group, LP a Party or any of its Affiliates (other than “portfolio companies” of Insignia Capital Group, LP), officers, directors or employeesrespective Affiliates) after the Closing, the Company Entities Group may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP Counsel to such third party; , provided, however, that no the Company Entity Group may waive such privilege without the prior written consent of Seller.

Company Representation. Each PurchaserBuyer, for itself and on behalf of its Subsidiaries (including Merger Sub) and their respective directors, managers, equityholders, members, partners, officers, employees and Affiliates, and the Company, for itself and on behalf of the other Company Entities and its Subsidiaries and their respective directors, managers, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that a dispute arises after the Closing between either PurchaserBuyer, any Company Entity the Surviving Company, its Subsidiaries or any of their Affiliates, on the one hand, and Seller the Representative, the Blocker Seller, any Designated Unitholder or any of its their Affiliates, on the other hand, in any matter involving this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP may represent Seller the Representative, the Blocker Seller, such Designated Unitholder or such Affiliate in such dispute, even though the interests of Seller the Representative, the Blocker Seller, such Designated Unitholder or such Affiliate may be directly adverse to PurchasersBuyer, the Company Entities Surviving Company, its Subsidiaries and/or their Affiliates and even though Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP may have represented the Company Entities and/or its Subsidiaries in a matter substantially related to such dispute. Each PurchaserBuyer, for itself and on behalf of its directors, equityholders, members, partners, officers, employees and AffiliatesSubsidiaries (including Merger Sub), and the Company, for itself and on behalf of the other Company Entities and its and their respective directors, equityholders, members, partners, officers, employees and AffiliatesSubsidiaries, further agree that, as to all communications prior among Kxxxxxxx & Exxxx LLP, the Representative, the Company, its Subsidiaries and any of their respective Affiliates that relate in any way to the Closing among Xxxxxxxx & Xxxxx LLP, Seller and the Company Entities that relate to the transactions contemplated herebyTransactions, the attorney-client privilege and the expectation of client confidence belongs to Seller the Representative and shall not pass to or be claimed by either Purchaser Bxxxx, the Surviving Company or any Company Entityof their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between either Purchaser Buyer, the Surviving Company or any Company Entity of their Subsidiaries and a third party (other than Seller or Insignia Capital Group, LP a party to any Transaction Document or any Affiliate of its Affiliates (other than “portfolio companies” of Insignia Capital Group, LP), officers, directors or employeesany such party) after the Closing, the Surviving Company Entities and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP to such third party; provided, however, that no neither the Surviving Company Entity nor its Subsidiaries may waive such privilege without the prior written consent of Sellerthe Representative (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, all of the client files and records in the possession of Kxxxxxxx & Exxxx LLP related to the Transactions will be property of (and be controlled by) the Representative and neither Buyer nor the Company nor any of its Subsidiaries shall be entitled to retain copies of, or have access to, any such records.