Common use of Consent to Representation Clause in Contracts

Consent to Representation. (a) Effective as of the Closing, Parent and Buyer hereby waive and agree not to assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of the Securityholders’ Representative, any Company Securityholder, any of their respective Affiliates, any officer, employee or director of the Securityholders’ Representative, the Company, or any of its subsidiaries, or any Company Securityholder (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by Gxxxxxx Procter LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement, any Ancillary Agreement, any agreement, certificate, instrument or other document executed or delivered pursuant thereto, or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing, Parent and Buyer hereby agree not to control or assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Privileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to use or rely on, any such communications, in each case in connection with any Applicable Matter, including in connection with a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, or any of their respective Affiliates (including, after the Closing, the Company and each of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection applicable to such Privileged Deal Communications, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, that any such privilege or protection applicable to such Privileged Deal Communications that would be transferred to or retained by (as applicable), or vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholders’ Representative. Parent agrees to the take the steps necessary, and to cause Buyer, the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection applicable to such Privileged Deal Communications shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent and Buyer agree that they will not, and that they will cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to, knowingly and purposefully, (i) access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Securityholders’ Representative or any Seller waive the attorney-client or other privilege applicable to such Privileged Deal Communications, or by otherwise asserting that Parent or any Surviving Entity has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Gxxxxxx Procter LLP. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if prior to the Closing the Company, the Securityholders’ Representative and/or any Company Securityholder, or any of their respective directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (or any offsite back-up or other facilities) any Privileged Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Privileged Deal Communications.

Consent to Representation. (a) Effective as Each of the ClosingParties acknowledges and agrees, Parent on its own behalf and Buyer hereby waive and agree not to asserton behalf of its directors, members, partners, officers, employees, and Parent Affiliates that Gxxxxxx Procter LLP currently serves as counsel to the Company, certain Sellers and Buyer agree to cause their respective Affiliates in connection with the First Merger Surviving Entitynegotiation, preparation, execution and delivery of this Agreement, the Second Merger Ancillary Agreements and the consummation of the transactions contemplated by this Agreement Parent, the First-Step Surviving Corporation, the Surviving Entity, and each the Company hereby agree that Gxxxxxx Procter LLP (or any successor) may represent (i) the Sellers or the Representative or any of their respective Subsidiaries to waive Affiliates or agents or any one or more of them (individually and not to assertcollectively, the “Seller Group”) after the Closing in connection with any conflict of interest dispute, litigation, claim or Legal Proceeding arising out of or relating to any representation this Agreement, including a dispute that arises after the Closing between Parent and Representative, and (ii) the Seller Group or any director, member, partner, officer, employee or Affiliate of the Securityholders’ RepresentativeSeller Group in connection with any litigation, claim or obligation arising out of or relating to this Agreement, in each case of clauses (i) and (ii) above, notwithstanding any prior representation by Gxxxxxx Procter LLP of any other Person. Each of the Parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in this connection. (b) Parent, Merger Subs, and the Company Securityholderfurther agree that all communications at or prior to the Closing between Gxxxxxx Procter LLP and any member of the Seller Group to the extent relating to the negotiation of this Agreement, and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Seller Group, will, from and after the Closing, rest exclusively with the Representative and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Parent, the First-Step Surviving Corporation, the Surviving Entity or any of the Affiliates or any successor or assign of any of the foregoing. (c) Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Entity or any of their respective Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates, any officer, employee or director of the Securityholders’ Representative, the Company, or any of its subsidiaries, or any Company Securityholder (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by Gxxxxxx Procter LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement, any Ancillary Agreement, any agreement, certificate, instrument or other document executed or delivered pursuant thereto, or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing, Parent and Buyer hereby agree not to control or assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Privileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to use or rely on, any such communications, in each case in connection with any Applicable Matter, including in connection with a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, or any of their respective Affiliates (including, after the Closing, the Company and each Surviving Entity (including on behalf of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection applicable to such Privileged Deal Communications, including the right to waive, ) may assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, that any such privilege or protection applicable to such Privileged Deal Communications that would be transferred to or retained by (as applicable), or vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholders’ Representative. Parent agrees to the take the steps necessary, and to cause Buyer, the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection applicable to such Privileged Deal Communications shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent and Buyer agree that they will not, and that they will cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to, knowingly and purposefully, (i) access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Securityholders’ Representative or any Seller waive the attorney-client or other privilege applicable to prevent disclosure of confidential communications by Gxxxxxx Procter LLP to such Privileged Deal Communicationsthird party; provided, or by otherwise asserting that Parent or any neither the Surviving Entity has nor any of its Subsidiaries may waive such privilege without the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Gxxxxxx Procter LLP. In furtherance prior written consent of the foregoing, it Representative which consent shall not be a breach of any provision of this Agreement if prior to the Closing the Companyunreasonably withheld, the Securityholders’ Representative and/or any Company Securityholder, conditioned or any of their respective directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (or any offsite back-up or other facilities) any Privileged Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Privileged Deal Communicationsdelayed.

Consent to Representation. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and affiliates that the Company, and not any of its individual Company Securityholders, is the client of DLA Piper LLP (aUS) Effective as of (the “Firm”). After the Closing, Parent and Buyer hereby waive and agree not to assert, and Parent and Buyer agree to cause it is possible that the First Merger Surviving EntityFirm will represent the Company Securityholders, the Second Merger Surviving Entity, Stockholders’ Agent and each their respective Subsidiaries affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein, the Escrow Amount and any claims made thereunder pursuant to waive this Agreement. Acquirer and not the Company hereby agree that the Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the administration of the Escrow Amount and any claims that may be made thereunder pursuant to assertthis Agreement. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any conflict of interest litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any representation after conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Privileged and confidential communications between the Company and the Firm prior to the Closing will become the property of the SecurityholdersStockholders’ Representative, any Agent and the Company Securityholder, any of their respective Affiliates, any officer, employee or director Securityholders following the Closing and will not be disclosed to Purchaser without the consent of the SecurityholdersStockholders’ RepresentativeAgent; provided that, in the event of any dispute between Purchaser, the Company, Surviving Corporation or any of its subsidiaries, or any Company Securityholder (any such Person, the Company’s Subsidiaries and a “Designated Person”) in any matter involving third party other than a party to this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by Gxxxxxx Procter LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement, any Ancillary Agreement, any agreement, certificate, instrument or other document executed or delivered pursuant thereto, or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing, Parent and Buyer hereby agree not to control or assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Privileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to use or rely on, any such communications, in each case in connection with any Applicable Matter, including in connection with a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, or any of their respective Affiliates (including, after the Closing, the Company Surviving Corporation and each of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection applicable to such Privileged Deal Communications, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, that any such privilege or protection applicable to such Privileged Deal Communications that would be transferred to or retained by (as applicable), or vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholders’ Representative. Parent agrees to the take the steps necessary, and to cause Buyer, the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection applicable to such Privileged Deal Communications shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent and Buyer agree that they will not, and that they will cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to, knowingly and purposefully, (i) access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Securityholders’ Representative or any Seller waive subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Firm, the Stockholders’ Agent or other privilege applicable any Company Securityholder to such Privileged Deal Communications, or by otherwise asserting that Parent or any Surviving Entity has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Gxxxxxx Procter LLP. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if prior to the Closing the Company, the Securityholders’ Representative and/or any Company Securityholder, or any of their respective directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (or any offsite back-up or other facilities) any Privileged Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Privileged Deal Communicationsthird party.

Consent to Representation. (a) Effective as of the Closing, Parent hereby waives and Buyer hereby waive and agree agrees not to assert, and Parent and Buyer agree agrees to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, Entity and each their respective of its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of the Securityholders’ Representative, any Company SecurityholderSeller, any of their respective Affiliates, Affiliates or any officer, employee or director of the Securityholders’ Representative, any Seller, the Company, Company or any of its subsidiaries, or any Company Securityholder Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by Gxxxxxx Procter Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement, any Ancillary Agreement, Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant thereto, to this Agreement or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”). (b) Effective as of the Closing, Parent and Buyer hereby agree agrees not to control or assert, and Parent and Buyer agree agrees to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, Entity and each their respective of its Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Privileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, Entity and each their respective of its Subsidiaries not to use or rely on, any such communications, in each case in connection with any Applicable Matter, including in connection with a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, Entity or any of their respective Affiliates (including, after the Closing, the Company and each of its Subsidiaries), it being the intention of the parties hereto that, notwithstanding anything to the contrary in this Agreement Section 1.3 or Section 259 of the DGCL, all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection applicable to such Privileged Deal Communicationsprotection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Designated Person; provided, however, that any such privilege or protection applicable to such Privileged Deal Communications that would be transferred to or retained by (as applicable), or vested solely in, the Company and its Subsidiaries in accordance with the foregoing shall, upon the Closing, be transferred to or retained by (as applicable) and vested solely in the Securityholders’ Representative). Parent agrees to the take the steps necessary, and to cause Buyer, the First Merger Surviving Entity, the Second Merger Surviving Entity, Entity and each their respective of its Subsidiaries to the take the steps necessary, to ensure that any such attorney-client privilege, work product protection or similar privilege or protection applicable to such Privileged Deal Communications shall survive the Closing, remain in effect and be afforded the treatment described in the immediately preceding sentence. Further, Parent and Buyer agree agrees that they it will not, and that they it will cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries Entity not to, knowingly and purposefully, (i) access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Securityholders’ Representative or any Seller waive the attorney-client or other privilege applicable to such Privileged Deal Communicationsprivilege, or by otherwise asserting that Parent or any Surviving Entity has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Gxxxxxx Procter LLPthe Current Representation. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if prior to the Closing the Company, the Securityholders’ Representative and/or any Company SecurityholderSeller, or any of their respective directors, officers employees or other representatives, takes any action to protect from access or remove from the premises of the Company (or any offsite back-up or other facilities) any Privileged Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Privileged Deal Communications.