Continuing Counsel. Seller acknowledges that Escrow Agent is counsel to Buyer herein and Seller agrees that in the event of a dispute hereunder or otherwise between Seller and Buyer, Escrow Agent may continue to represent Buyer notwithstanding that it is acting and will continue to act as Escrow Agent hereunder, it being acknowledged by all parties that Escrow Agent's duties hereunder are ministerial in nature.
Continuing Counsel. Parent hereby acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) has acted as counsel to the Company prior to the transactions contemplated by this Agreement, as well as in connection with the transactions contemplated hereby, and that the form of the transaction as a Merger may result in Parent inheriting the attorney/client relationship and the rights pertaining thereto that currently exist between the Company and WSGR. Parent agrees that (a) it will not seek to disqualify WSGR from acting and continuing to act as counsel to the Securityholders’ Representative in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement, and (b) Parent agrees not to assert any attorney-client privilege with respect to communications between WSGR and any officer, securityholder, director or employee of the Company relating to the Merger and occurring prior to the Closing; provided that the foregoing shall not limit or otherwise affect the Surviving Corporation’s right to assert attorney-client privilege with respect to any such communication against any Person other than any officer, securityholder, director or employee of the Company.
Continuing Counsel. Brooklyn and Merger Sub each hereby acknowledges that Xxxxx Xxxx LLP (“Xxxxx Xxxx”) has acted as counsel to Seller and Parent with respect to this Agreement, the Merger and the transactions contemplated hereby. Each of Brooklyn and Merger Sub agrees that it will not, and will cause the Surviving Corporation not to, seek to disqualify Xxxxx Xxxx from acting or continuing to act as counsel to the Seller or the Sellers’ Representative (solely in his, her or its capacity as the Sellers’ Representative) and/or certain or all of the Indemnifying Parties in connection with a dispute hereunder or in any way related to any inquiry, investigation, claim, litigation, or proceeding relating to the Merger or the transactions contemplated hereby. Brooklyn and Merger Sub further agree that, as to all communications among any counsel for Seller, Parent or any Member, including, but not limited to, Xxxxx Xxxx or any outside or in-house counsel, and Seller, Parent, the Sellers’ Representative and/or any such Stockholder that relate to the Merger and the other transactions contemplated hereby (the “Privileged Information”), the attorney-client privilege and the expectation of client confidence belongs to Seller, the Sellers’ Representative and/or any such Member and may be controlled by Seller, the Sellers’ Representative and any such Members and shall not pass to or be claimed by Brooklyn, Merger Sub, the Surviving Corporation or any of their Affiliates. Neither Brooklyn nor Merger Sub will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means, and neither Xxxxx Xxxx nor any other counsel for Seller shall have any duty whatsoever to reveal or disclose to Brooklyn or Merger Sub any such Privileged Information. Notwithstanding the foregoing, in the event that a dispute arises between Brooklyn, the Surviving Corporation and its Affiliates, on the one hand, and a third party other than Seller, the Sellers’ Representative or a Member, on the other hand, Brooklyn, the Surviving Corporation and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent, the Surviving Corporation nor its Affiliates may waive such privilege without the prior written consent of the Sellers’ Representative.
Continuing Counsel. Parent and Merger Sub each hereby acknowledges that Xxxxx Xxxx LLP has acted as counsel to the Company with respect to this Agreement and the Merger. The following provisions apply to the attorney-client relationship between Xxxxx Xxxx LLP, the Company and the Stockholders following the Effective Time. Each of Parent and Merger Sub agrees that (a) it will not seek to disqualify Xxxxx Xxxx LLP from acting and continuing to act as counsel to the Stockholders either in the event of a dispute hereunder or in the course of the defense or prosecution of any Claim relating to the Merger, and (b) the Company and the Stockholders have a reasonable expectation of privacy with respect to their communications (including any communications using the Company’s computer and email systems and servers) with Xxxxx Xxxx LLP prior to the Effective Time to the extent that such communications relate, directly or indirectly, to the Merger. Each of Parent and Merger Sub agrees that it will respect the confidentiality and privileged nature of all such communications between Xxxxx Xxxx LLP and the Company and the Stockholders, and each of Parent and Merger Sub agrees that it will not seek discovery of any such communications or otherwise claim any right of access or use to any such communications.
Continuing Counsel. Parent hereby acknowledges that Xxxxxx has acted as counsel to the Company prior to the transactions contemplated by this Agreement and the Ancillary Agreements, as well as in connection with the transactions contemplated hereby and thereby, and that the form of the transaction as a merger may result in Parent inheriting the attorney/client relationship and the rights pertaining thereto that currently exists between the Company and Xxxxxx. Parent agrees that (a) it will not seek to disqualify Xxxxxx from acting and continuing to act as counsel to the Equityholder Agent in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement and the Ancillary Agreements and (b) the Equityholders have a reasonable expectation of privacy with respect to their communications with Xxxxxx prior to the Effective Time to the extent that such communications relate, directly or indirectly, to the transactions contemplated by this Agreement and the Ancillary Agreements.
Continuing Counsel. Parent and Merger Sub each hereby acknowledges that each of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., Xxxxxxx Xxxxxx & Xxxxxxx, P.A., and Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP has acted as counsel to the Company, certain Company Shareholders, and their respective Affiliates, from time to time prior to the Merger as well as with respect to the Merger. Each of Parent and Merger Sub agrees that to the extent that Parent, through its acquisition of the Company, acquires any right to treat Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., Xxxxxxx Xxxxxx & Xxxxxxx, P.A., or Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP as Parent’s counsel or former counsel, it will not, solely as a result thereof, take any action to disqualify Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., Xxxxxxx Xxxxxx & Xxxxxxx, P.A., or Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP from acting and continuing to act as counsel to a Company Shareholder, Optionholder and/or any Shareholder Representative in connection with any matters related to the Merger or this Agreement, or in the event of a dispute hereunder. Effective as of the Effective Time, Parent, for itself and the Company and for their respective successors and assigns, hereby waives any conflicts of interest arising from such representation and consents to any such representation in any such matter. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of their respective Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert (in its sole discretion) the attorney-client (or similar) privilege to prevent disclosure of confidential communications by Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., Xxxxxxx Xxxxxx & Xxxxxxx, P.A., or Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP to such third party. Effective as of the Effective Time, any attorney-client privilege, attorney work product protection and expectation of client confidence attaching as a result of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P.’s, Xxxxxxx Xxxxxx & Xxxxxxx, P.A.’s, or Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP’s representation of the Company or any of its Subsidiaries, including in connection with the Merger, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Company and may be waived only by the Company and not any other...
Continuing Counsel. Purchaser hereby acknowledges that Xxxxx Xxxx LLP has acted as counsel to Company and Seller from time to time prior to the Closing in connection with the transactions contemplated by this Agreement (the “Transactions”). The following provisions apply to the attorney-client relationship between Xxxxx Xxxx LLP to Company and Seller following the Closing. Purchaser agrees that (a) it will not seek to disqualify Xxxxx Xxxx LLP from acting and continuing to act as counsel to Seller either in the event of a dispute under this Agreement or in the course of the defense or prosecution of any claim relating directly to the Transactions and (b) Company and Seller have a reasonable expectation of privacy with respect to their communications with Xxxxx Xxxx LLP prior to the Closing to the extent that such communications relate directly to the Transactions, including any e-mail communications using Company’s e-mail system. Purchaser acknowledges and agrees that this expectation of privacy exists notwithstanding any general policy, written or oral, of Company concerning e-mail, and that any such policy was not intended to cover communications made with counsel in connection with the Transactions. Purchaser agrees that it will respect the confidentiality and privileged nature of communications between Xxxxx Xxxx LLP and Company and Seller relating directly to the Transactions, and Purchaser agrees that it will not seek discovery of any such communications or otherwise claim any right of access to any such communications.
Continuing Counsel. IntraLinks and Merger Sub each hereby acknowledges that Xxxxx Xxxx LLP has acted as counsel to the Company with respect to this Agreement and the Transactions. The following provisions apply to the attorney-client relationship between Xxxxx Xxxx LLP, the Company, and the Stockholders following the Effective Time. Each of IntraLinks and the Merger Sub agrees that (a) it will not, and will cause the Surviving Corporation not to, seek to disqualify Xxxxx Xxxx LLP from acting and continuing to act as counsel to the Stockholders or the Holder Representative to the extent relating to a dispute hereunder or the defense or prosecution of any claim relating to the Transactions and (b) it will not, and will cause the Surviving Corporation not to, seek to discover through litigation the pre-Effective Time communications between Xxxxx Xxxx LLP, on the one hand, and the Company and the Stockholders, on the other hand, to the extent such communications were sent through email systems and servers belonging to the Company and would be protected by attorney-client privilege had the Closing not occurred; provided, however, that none of IntraLinks nor its Affiliates (including the Surviving Corporation) shall have any liability whatsoever relating to its access to or storage, maintenance, destruction or use of such communications, if any.
Continuing Counsel. The parties hereto each hereby acknowledges that Xxxxx Xxxx LLP and Boylan, Brown, Code, Xxxxxx & Xxxxxx, LLP (together with Xxxxx Xxxx LLP, “Company Counsel”) have acted as counsel to the Company and the Stockholders from time to time prior to the transactions contemplated herein as well as with respect to the transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Company and Company Counsel prior to Closing and (b) the Stockholders (and any subset of them) and Company Counsel following Closing. Each of the parties hereto agrees that (i) it shall not seek to disqualify Company Counsel from acting and continuing to act as counsel to any of the Stockholders or the Stockholders’ Representative either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein and (ii) the Stockholders have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Company Counsel prior to the Closing to the extent that such communications concern the transactions contemplated herein. For the avoidance of doubt, communications between Company Counsel and the Company or any director, officer, employee or agent of the Company concerning the transactions contemplated herein shall for the purposes of this Section 9.9 be deemed to be communications between Company Counsel and the Stockholders. Upon the request and direction of the Company following the Closing, Company Counsel shall promptly transfer their legal files for the Company matters to successor counsel or the Company, excepting only pre-closing files that concern the transactions contemplated in this Agreement or any Transaction Agreement.
Continuing Counsel. The parties hereto each hereby acknowledge that Kantrow, Spaht, Xxxxxx & Blitzer (A Professional Law Corporation) (“Company Counsel”) has acted as counsel to the Company and certain of the Holders from time to time prior to this Agreement and the Closing. Each of Parent, Buyer and Merger Sub hereby agrees that (i) it will not seek to disqualify Company Counsel from acting and continuing to act as counsel to any of the Holders or the Securityholder Representative either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated hereby, and (ii) that as to all communications (including any e-mail communications using the Company’s e-mail system) among the Securityholder Representative, the Holders and Company Counsel prior to the Closing concerning the negotiation and execution of this Agreement and the ancillary agreements contemplated hereby, the attorney-client privilege belongs to the applicable Securityholder Representative and/or Holder, as the case may be, and shall not pass to or be claimed by Parent, Buyer or Merger Sub or any of their respective Affiliates.
