Consent to Representation; Conflict of Interest. If the Securityholders’ Agent so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, Acquirer, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Acquirer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Acquirer, Merger Sub, and the Company further agree that, as to all communications among Xxxxxxxxx and the Securityholders’ Agent and the Company Securityholders and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to Acquirer and the Surviving Corporation and may be controlled only by Acquirer and the Surviving Corporation. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession; provided, however, Acquirer agrees that after the Closing it will not search for and review any confidential communications that occurred prior to the Closing between Xxxxxxxxx, on the one hand, and the Securityholders’ Agent, the Company Securityholders and their respective Affiliates, on the other hand, that solely relate to the Transactions and are in the possession and control of Acquirer or the Surviving Corporation following the Closing for the specific purpose of identifying unknown claims for indemnification pursuant to this Agreement without having an independent reason, concern or basis for reviewing such confidential communications. [SIGNATURE PA...
Consent to Representation; Conflict of Interest. If the Stockholders’ Representative so desires, acting on behalf of the Company Security Holders and without the need for any consent or waiver by Company, Parent, or Merger Sub, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) and/or Xxxxxxxx shall be permitted to represent the Company Security Holders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx and/or Xxxxxxxx shall be permitted to represent the Company Security Holders, any of their agents and Affiliates, or any one or more of them, and TF Corporate Services LLC shall be permitted to serve as Stockholders’ Representative, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Parent, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims.
Consent to Representation; Conflict of Interest. (a) If the Securityholder Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, Buyer, or Merger Sub, Xxxxxxx Procter LLP (“Xxxxxxx”) shall be permitted to represent the Securityholder Representative or any one or more Company Securityholders after the Closing in connection with any matter, including any matter related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxx shall be permitted to represent the Securityholder Representative or any one or more Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including 70 TABLE OF CONTENTS any litigation, arbitration or other adversary proceeding) with Buyer, the Surviving Corporation, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Any representation of the Surviving Corporation or any of its Affiliates after the Closing shall not affect the foregoing provisions hereof.
Consent to Representation; Conflict of Interest. If the Stockholder Representative so desires, acting on behalf of the Sellers and Optionholders and without the need for any consent or waiver by Company or Buyer, SPZ Legal, P.C. (“SPZ”) shall be permitted to represent the Stockholder Representative or the Sellers and Optionholders after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Buyer and the Company further agree that, as to all communications among SPZ and the Stockholder Representative and the Sellers and Optionholders and their respective affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client 60 confidence belongs solely to the Seller Group and may be controlled only by the Seller Group and shall not pass to or be claimed by Buyer or the Company, because the interests of Buyer and its Affiliates were directly adverse to the Company, the Sellers and Optionholders, and the Stockholder Representative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and the Company, on the one hand, and any person other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by SPZ to the Company; provided, however, that the Company may not waive such privilege without the prior written consent of the Stockholder Representative.
Consent to Representation; Conflict of Interest. If the Sellers’ Representative so desires, acting on behalf of the Seller Indemnifying Parties and without the need for any consent or waiver by Company or Buyer, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP (“Xxxxxxxxx”) shall be permitted to represent the Seller Indemnifying Parties after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxxxxx shall be permitted to represent the Seller Indemnifying Parties, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Buyer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Buyer and the Company further agree that, as to all communications among Xxxxxxxxx and the Sellers’ Representative and the Seller Indemnifying Parties and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, solely to the extent such communications are not in the possession of the Company, Buyer or their respective Affiliates (including on their servers or in their email systems) the attorney-client privilege and the exception of client confidence belongs to the Seller Group and may be controlled only by the Seller Group and shall not pass to or be claimed by Buyer and Company. * * * * *
Consent to Representation; Conflict of Interest. (a) If the Securityholder Representative so desires, acting on behalf of the Company Securityholders and without the need for any consent or waiver by the Company, Buyer, or Merger Sub, Sidley Austin LLP (“Sidley”) shall be permitted to represent the Company Securityholders after the Closing in connection with any matter, including any matter related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Sidley shall be permitted to represent the Company Securityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Buyer, the Surviving Corporation, or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Any representation of the Surviving Corporation or any of its Affiliates after the Closing shall not affect the foregoing provisions hereof.
