Common use of Provision Respecting Legal Representation Clause in Contracts

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx LLP may serve as counsel to each and any Stockholder and their respective Affiliates (individually and collectively, the “Stockholder Group”), on the one hand, and the Company and the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx LLP (or any successor) may serve as counsel to the Stockholder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties ----------------------------------------- to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP may serve as counsel to each and any Stockholder Seller and their respective its Affiliates (individually and collectively, the “Stockholder "Seller Group”"), on the one hand, ------------ and the Company and the its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP (or any successor) may serve as counsel to the Stockholder Seller Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder holder of Company Capital Stock and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. (a) Each of the parties Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliatesaffiliates, that Weil, Gotshal & Xxxxxx LLP Gusrae Kapxxx Xxsxxxx XXLC may serve as counsel to each the Seller and any Stockholder and their respective Affiliates its affiliates (individually and collectively, the “Stockholder Seller Group”), on the one hand, and the Company and the SubsidiariesWPS, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx LLP Gusrae Kapxxx Xxsxxxx XXLC (or any successorsuccessor thereof) may serve as counsel to the Stockholder Group Seller, or any director, member, partner, officer, employee or Affiliate affiliate of the Stockholder GroupSeller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions Transaction contemplated by this Agreement notwithstanding such representation and each of the parties Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties Parties shall cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agreesconsents, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal to Xxxxxx & Xxxxxx Xxxxxxx LLP may serve serving as counsel to each and any Stockholder holder of Company Stock and their respective Affiliates affiliates (individually and collectively, the “Stockholder "Holder Group”"), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and thatand, following consummation of the transactions contemplated hereby, Weil, Gotshal to Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successorsuccessor thereof) may serve serving as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall upon reasonable request cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP may serve as counsel to each Seller and any Stockholder and their respective its Affiliates (individually and collectively, the “Stockholder Seller Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP (or any successor) may serve as counsel to the Stockholder Seller Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx LLP may serve as counsel to each and any Stockholder Seller and their respective Affiliates (individually and collectively, the “Stockholder Seller Group”), on the one hand, and the Company and the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx LLP (or any successor) may serve as counsel to the Stockholder Seller Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder holder of Company Capital Stock and their respective Affiliates (individually and collectively, the “Stockholder "Holder Group”"), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx LLP may serve as counsel to each and any Stockholder Unitholder and their respective Affiliates (individually and collectively, the “Stockholder Unitholder Group”), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx LLP (or any successor) may serve as counsel to the Stockholder Unitholder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Unitholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.. ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder holder of Company Common Stock or capital stock of the Company’s Subsidiaries, and each of their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliatesaffiliates, that Weil, Gotshal & Xxxxxx Dechert LLP may serve as counsel to each any of the Sellers or the Company and any Stockholder and 72 their respective Affiliates (individually and collectively, the “Stockholder Seller Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx Dechert LLP (or any successor) may serve as counsel to the Stockholder Seller Group or any individual member thereof or any director, member, partner, officer, employee or Affiliate affiliate of any member of the Stockholder GroupSeller Group or the Company, in connection with any litigationProceeding, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Agreement, notwithstanding such representation and each of the parties hereto Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties Parties shall cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising from such representation.. -Signature Page Follows-

Provision Respecting Legal Representation. Each of the parties to this Agreement Parties, except Intel Capital Corporation, hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder holder of capital stock of the Company, the Holder Representative and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties the Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. (a) Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliatesaffiliates, that Weil, Gotshal Xxxx Xxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder of the Sellers and their respective Affiliates affiliates (individually and collectively, the “Stockholder Seller Group”), on the one hand, and the Company and the SubsidiariesXxxxxx, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxx Xxxxx & Xxxxxx Xxxxxxx LLP (or any successorsuccessor thereof) may serve as counsel to the Stockholder Group either Seller, or any directormanager, member, partner, officer, employee or Affiliate affiliate of the Stockholder Groupeither Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directorsboard members, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx Dxxxx Wxxxxx Xxxxxxxx LLP may serve as counsel to each and any Stockholder holder of Shares and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx Dxxxx Wxxxxx Xxxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Group Holder Group, the Shareholders’ Representative or any directorboard member, member, partner, officer, employee or Affiliate of the Stockholder GroupHolder Group or the Shareholders’ Representative, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest or duty of confidentiality arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest or duty of confidentiality arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement The Company hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP may serve as counsel to each and any Stockholder Shareholder and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, equityholder, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agreesconsents, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal to Xxxxxx & Xxxxxx Xxxxxxx LLP may serve serving as counsel to each and any Stockholder holder of Company Stock and their respective Affiliates affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and thatand, following consummation of the transactions contemplated hereby, Weil, Gotshal to Xxxxxx & Xxxxxx Xxxxxxx LLP (or any successorsuccessor thereof) may serve serving as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall upon reasonable request cause any Affiliate affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the ----------------------------------------- parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP may serve as counsel to each and any Stockholder Seller and their respective its Affiliates (individually and collectively, the “Stockholder "Seller Group”"), on the one hand, ------------ and the Company and the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP (or any successor) may serve as counsel to the Stockholder Seller Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of the Subsidiaries, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx Xxxxxxx Procter LLP may serve as counsel to each and any Stockholder holder of Company Stock and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx Xxxxxxx Procter LLP (or any successor) may serve as counsel to the Stockholder Stockholders’ Representative, Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Lxxxxx & Xxxxxx Wxxxxxx LLP may serve as counsel to each and any Stockholder holder of Company Capital Stock and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Lxxxxx & Xxxxxx Wxxxxxx LLP (or any successorsuccessor thereof) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder GroupHolder Group or the Equityholders’ Representative, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal Lxxxxx & Xxxxxx Wxxxxxx LLP may serve as counsel to each and any Stockholder holder of Company Capital Stock and their respective Affiliates (individually and collectively, the “Stockholder Holder Group”), on the one hand, and the Company and the SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal Lxxxxx & Xxxxxx Wxxxxxx LLP (or any successor) may serve as counsel to the Stockholder Holder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.