Common use of Provision Respecting Legal Representation Clause in Contracts

Provision Respecting Legal Representation. The Investor hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and affiliates, that Sidley Austin LLP (“Sidley”) has served as counsel to the Company (and not the Investor or any of its directors, members, partners, officers, employees or affiliates) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. By purchasing Securities pursuant to this Agreement, the Investor irrevocably waives any conflict of interest arising from such representation of the Company, even though the interests of the Investor may be directly adverse to the Company and even though Sidley may be handling ongoing unrelated matters for the Investor. The Investor also hereby agrees that, following consummation of the transactions contemplated hereby, Sidley (or any successor) may serve as counsel to the Company in connection with any amendment, modification, waiver or consent under or in respect of this Agreement, and the Investor hereby irrevocably consents thereto and irrevocably waives any conflict of interest arising therefrom, and the Investor shall cause its affiliates to irrevocably consent to waive any conflict of interest arising from such representation, even though the interests of the Investor may be directly adverse to the Company, and even though Sidley may be handling ongoing unrelated matters for the Investor; provided, however, that, if the Investor is a client of Sidley, Sidley shall not represent the Company in connection with any action, suit or legal proceeding in which the Company is adverse to the Investor.

Provision Respecting Legal Representation. The Each Investor hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and affiliates, that Sidley Austin LLP (“Sidley”) has served as counsel to the Company (and not the Investor or any of its directors, members, partners, officers, employees or affiliates) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. By purchasing Securities pursuant to this Agreement, the each Investor irrevocably waives any conflict of interest arising from such representation of the Company, even though the interests of the such Investor may be directly adverse to the Company and even though Sidley may be handling ongoing unrelated matters for the such Investor. The Each Investor also hereby agrees that, following consummation of the transactions contemplated hereby, Sidley (or any successor) may serve as counsel to the Company in connection with any amendment, modification, waiver or consent under or in respect of this Agreement, and the each Investor hereby irrevocably consents thereto and irrevocably waives any conflict of interest arising therefrom, and the each Investor shall cause its affiliates to irrevocably consent to waive any conflict of interest arising from such representation, even though the interests of the such Investor may be directly adverse to the Company, and even though Sidley may be handling ongoing unrelated matters for the such Investor; provided, however, that, if the an Investor is a client of Sidley, Sidley shall not represent the Company in connection with any action, suit or legal proceeding in which the Company is adverse to the such Investor.

Provision Respecting Legal Representation. The Each Investor hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and affiliates, that Sidley Austin Xxxxxxxxx & Xxxxxxx LLP (“SidleyXxxxxxxxx”) has served as counsel to the Company (and not the such Investor or any of its directors, members, partners, officers, employees or affiliates) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. By purchasing Securities pursuant to this Agreement, the such Investor irrevocably waives any conflict of interest arising from such representation of the Company, even though the interests of the such Investor may be directly adverse to the Company and even though Sidley Xxxxxxxxx may be handling ongoing unrelated matters for the such Investor. The Such Investor also hereby agrees that, following consummation of the transactions contemplated hereby, Sidley Xxxxxxxxx (or any successor) may serve as counsel to the Company in connection with any amendment, modification, waiver or consent under or in respect of this Agreement, and the such Investor hereby irrevocably consents thereto and irrevocably waives any conflict of interest arising therefrom, and the such Investor shall cause its affiliates to irrevocably consent to waive any conflict of interest arising from such representation, even though the interests of the Investor may be directly adverse to the Company, and even though Sidley Xxxxxxxxx may be handling ongoing unrelated matters for the Investor; provided, however, that, if the Investor is a client of Sidley, Sidley shall not represent the Company in connection with any action, suit or legal proceeding in which the Company is adverse to the such Investor.