Files and Representation Clause Samples
Files and Representation. Parent and Intermediate Parent acknowledge and agree that the documents and papers in the client files of ▇▇▇▇▇▇▇▇ and any other law firm that may have represented the Company (collectively, the “Firms”) relating to this Agreement and the transactions contemplated thereby will, upon the Closing, be owned by the Shareholders, and shall be held by the Firms for the benefit of the Shareholders. The documents and papers in the Firms’ client files will not be provided to the Surviving Corporation, Parent, its Affiliates or their successors or assigns following the Closing. The documents and papers in the Firms’ client files subject to this Section 11.5 will include all notes, memoranda and correspondence between the Firms, the Shareholders, the Company and its officers, directors and other agents regarding this Agreement and the related transactions, and all attorney work-product in connection with this Agreement and related transactions, but will exclude corporate and stock records that customarily are kept in a minute book. After the Closing, ▇▇▇▇▇▇▇▇ may be requested to represent one or more of the Shareholders following the Closing in connection with post-closing matters related to this Agreement and related transactions or other matters unrelated to this Agreement or the related transactions (the “Post-Closing Matters”). In representing one or more of the Shareholders in connection with the Post-Closing Matters, certain conflicts of interest will arise, in that the interests and objectives of such Shareholders, on the one hand, and the Surviving Corporation, Parent, MergerSub and the Intermediate Parent on the other hand, will diverge on certain issues and may involve actual or potential conflicts of interest. Each of the Parties is agreeable and consents to ▇▇▇▇▇▇▇▇’▇ representation of one or more Shareholders in connection with the Post-Closing Matters.
Files and Representation. GlobalSCAPE acknowledges and agrees that the documents and papers in the client files of ▇▇▇▇▇▇▇ Coie LLP or K&L Gates LLP (either, the “Firm”) that relate solely to the Firm’s representation of the Company in connection with this Agreement and the transactions contemplated hereby (collectively, the “Firm Transaction Documents”) will, upon the Closing, be owned by Stockholders and shall be held by the Firm for the benefit of Stockholders’ Representative as the agent of Stockholders. The Firm Transaction Documents will not be provided to GlobalSCAPE or the Surviving Corporation or their respective successors or assigns following the Closing. The Firm Transaction Documents will include all notes, memoranda and correspondence between the Firm and the Company or their respective officers, directors and other agents regarding this Agreement and the related transactions, and all attorney work-product, defined as material created in anticipation of or in connection with litigation between Stockholders’ Representative or any Stockholder, on the one hand, and GlobalSCAPE or the Surviving Corporation, on the other hand, but the Firm Transaction Documents will exclude corporate and stock records that customarily are kept in a minute book and all other documents and papers in the client files of the Firm that relate to the Firm’s representation of the Company. After the Closing, the Firm may be requested to represent Stockholders’ Representative or any or all Stockholder(s) in connection with post-Closing matters related to this Agreement and the related transactions or other matters unrelated to this Agreement or the related transactions (the “Post-Closing Matters”). In representing one or more of Stockholders’ Representative or Stockholders in connection with the Post-Closing Matters, certain conflicts of interest may arise, in that the interests and objectives of Stockholders’ Representative or any Stockholder, on the one hand, and GlobalSCAPE or the Surviving Corporation, on the other hand, may diverge on certain issues and may involve actual or potential conflicts of interest. Each of the parties to this Agreement hereby consents to the representation, if requested by one or more of Stockholders’ Representative or of any Stockholder and agreed to by the Firm, of one or more of Stockholders’ Representative or of any Stockholder by the Firm in connection with the Post-Closing Matters. Notwithstanding the foregoing, in the event that a dispute arises between a Globa...