Common use of Legal Representations Clause in Contracts

Legal Representations. (a) Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that following the Closing, Xxxxxxxx Xxxxxxx LLP may serve as counsel to any directors or officers of a Cobalt Company or any Unitholders, other Restricted Parties, or their Affiliates in connection with any dispute, litigation, claim or proceeding arising out of or relating to this Agreement, notwithstanding representation of the Cobalt Companies before the Closing Date. Each of the Parties hereby does, and will cause each of the Waiving Parties to, expressly consent to the foregoing arrangements, and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection that may arise from any representation by Xxxxxxxx Xxxxxxx LLP expressly permitted by this Section. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxxxxxx Xxxxxxx LLP provides legal services to the Cobalt Companies after the Closing Date. (b) Each of the Waiving Parties hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Cobalt Companies, on the one hand, and their counsel, on the other hand, made in connection with the negotiation, preparation, execution and delivery of, and performance under, this Agreement by the Cobalt Companies (including the schedules and exhibits hereto), to the extent they are privileged communications and documentation between the Cobalt Companies and such counsel, the ownership of such privilege will not pass to Buyer following the Closing Date.

Legal Representations. (a) Each of the Parties to this Agreement Parent hereby agrees, on its own behalf agrees and acknowledges on behalf of its directors, members, partners, officers, employees and AffiliatesAffiliates (including to the extent permissible, the Company after the Closing), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxx LLP (or any successor) may represent, following the Closing, Xxxxxxxx Xxxxxxx LLP may serve as counsel to any directors or officers of a Cobalt the Company Stockholders or any Unitholdersof their respective directors, members, partners, officers, employees or Affiliates (other Restricted Partiesthan the Company) (collectively, or their Affiliates the “Waiving Party Group”), in each case, in connection with any dispute, litigation, claim Action or proceeding obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Cobalt Companies before the Closing Date. Each of the Parties hereby doesCompany or other Waiving Parties, and will cause each of Parent and the Company on behalf of itself and the Waiving Parties to, expressly consent to the foregoing arrangements, hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest interest, breach of duty or any other objection that may arise from any representation by Xxxxxxxx Xxxxxxx LLP expressly permitted by this Sectionarising therefrom or relating thereto. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxxxxxx Xxxxxxx LLP provides legal services to the Cobalt Companies after the Closing Date. (b) Each of Parent and the Company, for itself and the Waiving Parties Parties, hereby further irrevocably acknowledges and agrees that all communications and confidential communications, written or oral, constituting attorney-client privilege or attorney work-work product documentation to the extent recognized as such under applicable Law solely between the Cobalt Companies, on Company or any member of the one hand, Waiving Party Group and their its counsel, on the other handincluding Xxxxxx LLP, made prior to the Closing in connection with the negotiation, preparation, execution and execution, delivery of, and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreement by or the Cobalt Companies (including transactions contemplated hereby or thereby, or any matter relating to any of the schedules and exhibits hereto)foregoing, to the extent they are privileged communications and documentation between the Cobalt Companies and such counsel, the ownership of such privilege will that do not pass to Buyer following the Closing DateCompany notwithstanding the Merger, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that without the prior written consent of the Company, no Person may have access to any of the Privileged Communications, whether located in the records or email server of the Company or otherwise, in any Action against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company).

Legal Representations. (a) Each of the Parties to this Agreement Parent hereby agrees, on its own behalf agrees and acknowledges on behalf of its directors, members, partners, officers, employees and AffiliatesAffiliates (including to the extent permissible, the Company after the Closing), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (or any successor) may represent, following the Closing, Xxxxxxxx Xxxxxxx LLP may serve as counsel to any directors or officers of a Cobalt the Company Stockholders or any Unitholdersof their respective directors, members, partners, officers, employees or Affiliates (other Restricted Partiesthan the Company) (collectively, or their Affiliates the “Waiving Party Group”), in each case, in connection with any dispute, litigation, claim Action or proceeding obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Cobalt Companies before the Closing Date. Each of the Parties hereby doesCompany or other Waiving Parties, and will cause each of Parent and the Company on behalf of itself and the Waiving Parties to, expressly consent to the foregoing arrangements, hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest interest, breach of duty or any other objection that may arise from any representation by Xxxxxxxx Xxxxxxx LLP expressly permitted by this Sectionarising therefrom or relating thereto. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxxxxxx Xxxxxxx LLP provides legal services to the Cobalt Companies after the Closing Date. (b) Each of Parent and the Company, for itself and the Waiving Parties Parties, hereby further irrevocably acknowledges and agrees that all communications and confidential communications, written or oral, constituting attorney-client privilege or attorney work-work product documentation to the extent recognized as such under applicable Law solely between the Cobalt Companies, on Company or any member of the one hand, Waiving Party Group and their its counsel, on the other handincluding Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Closing in connection with the negotiation, preparation, execution and execution, delivery of, and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreement by or the Cobalt Companies (including transactions contemplated hereby or thereby, or any matter relating to any of the schedules and exhibits hereto)foregoing, to the extent they are privileged communications and documentation between the Cobalt Companies and such counsel, the ownership of such privilege will that do not pass to Buyer following the Closing DateCompany notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that without the prior written consent of the Company, no Person may have access to any of the Privileged Communications, whether located in the records or email server of the Company or otherwise, in any Action against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company).