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 Xxxx Xxxxxxxx LLP may serve as counsel to Seller, on the one hand, and the Company, 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 by the Transaction Documents, Xxxx Xxxxxxxx LLP (or any successor) may serve as counsel to Seller or any director, member, partner, officer, employee or any Affiliate of 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 prior representation of the Company 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; SIGNATURE PAGE FOLLOWS

Provision Respecting Legal Representation. Each of the Parties parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and AffiliatesRepresentatives, that Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP may serve as counsel to SellerSeller and its Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the CompanyCompany or its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Transaction Documents and the consummation of the transactions contemplated herebyhereby or thereby, and that, following consummation of the transactions contemplated by the Transaction Documentssuch transactions, Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or any Affiliate Representative of Sellerthe Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, the Transaction Documents or the transactions contemplated by this Agreement hereby or thereby notwithstanding such prior representation of the Company or its Subsidiaries and each of the Parties 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; SIGNATURE PAGE FOLLOWSSection 9.16

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 Xxxx Xxxxxxxx LLP may serve as counsel to Seller, on the one hand, and the Company, 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 by the Transaction Documents, Xxxx Xxxxxxxx LLP (or any successor) may serve as counsel to Seller or any director, member, partner, officer, employee or any Affiliate of 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 prior representation of the Company 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; SIGNATURE PAGE FOLLOWS.

Provision Respecting Legal Representation. Each of the Parties parties to this Agreement hereby agrees, on its own behalf and on behalf of its directorsboard members, members, partners, officers, employees and Affiliates, that Xxxx Xxxxx Xxxxxx Xxxxxxxx LLP may serve as counsel to Sellereach and any holder of Shares and their respective Affiliates (individually and collectively, the “Holder Group”), on the one hand, and the Company, 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 by the Transaction Documentshereby, Xxxx Xxxxx Xxxxxx Xxxxxxxx LLP (or any successor) may serve as counsel to Seller the Holder Group, the Shareholders’ Representative or any directorboard member, member, partner, officer, employee or any Affiliate of Sellerthe Holder 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 prior representation of the Company representation, and each of the Parties 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.

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, members, partners, officers, employees and Affiliates, that Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP may serve as counsel to Sellereach and any Company Equityholder and such Company Equityholder’s respective Affiliates (individually and collectively, the “Holder Group”), on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby (the “Existing Representation”), and that, following consummation of the transactions contemplated by the Transaction Documentshereby, Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP (or any successor) may serve as counsel to Seller the Holder Group or any director, member, partner, officer, employee or any Affiliate of Sellerthe 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 (any such representation, a “Post-Closing Representation”) notwithstanding such prior representation of the Company and each of the Parties 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; SIGNATURE PAGE FOLLOWS.

Provision Respecting Legal Representation. Each of the Parties party to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees Affiliates and Affiliatesrepresentatives, that Xxxx Xxxxxxxx Cravath, Swaine & Xxxxx LLP may serve as counsel to the Seller, on the one hand, and the CompanyBusiness and any Transferred Entity, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, and that, following consummation of the transactions contemplated by the Transaction Documentssuch transactions, Xxxx Xxxxxxxx Cravath, Swaine & Xxxxx LLP (or any successor) may serve as counsel to the Seller or any director, member, partner, officer, employee Affiliate or any Affiliate representative of the Seller, in connection with any litigation, claim or obligation obligation, in each case, solely arising out of or relating to this Agreement Agreement, the other Transaction Documents or the transactions contemplated by this Agreement hereby and thereby (a “Section 9.12 Dispute”) notwithstanding such prior representation of the Company Business or any Transferred Entity and each of the Parties hereto hereby party to this Agreement consents thereto and waives any conflict of interest arising therefrom, and each of such parties party to this Agreement shall cause any Affiliate thereof its Affiliates and representatives to consent to waive any conflict of interest arising from such representation. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWSprovided that this sentence shall not apply if Cravath, Swaine & Xxxxx LLP, at the time of such Section 9.12 Dispute, is handling ongoing matters for the Purchaser, the Transferred Entities or any of their respective Affiliates.

Provision Respecting Legal Representation. Each of the Parties parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Sellerthe Sellers, on the one hand, and the CompanyCompany and its Subsidiary, 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 by the Transaction Documentshereby, Xxxx Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to Seller the Sellers or any director, member, partner, officer, employee or any Affiliate of Sellerthe Sellers, 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 prior representation of the Company and its Subsidiary and each of the Parties 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; SIGNATURE PAGE FOLLOWS.