Common use of Provision Respecting Representation of Company Clause in Contracts

Provision Respecting Representation of Company. 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 Debevoise & Xxxxxxxx LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the Subsidiaries, on the other hand, in connection with the 93 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, Debevoise & Xxxxxxxx LLP may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. 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 Debevoise & Xxxxxxxx LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the Subsidiaries, on the other hand, in connection with the 93 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, Debevoise & Xxxxxxxx LLP may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. 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 Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders Company Representative and holders of Company Capital Stock and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the 93 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, Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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, Agreement notwithstanding such representation or any continued representation of the Company and/or the 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, membersmember, partners, officers, employees and Affiliates, that Debevoise Mayer, Brown, Rowe & Xxxxxxxx Xxx LLP may serve as counsel to each and any of the Stockholder Representative, Fully-Diluted the Stockholders and their respective Affiliates (individually and collectively, the “"Seller Group”"), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the 93 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, Debevoise Mayer, Brown, Rowe & Xxxxxxxx Xxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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, Agreement notwithstanding such representation or any continued representation of the Company and/or the 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders holders of Company Capital Stock and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the 93 negotiation, preparation, execution execution, delivery and delivery performance of this Agreement Agreement, and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the 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 prior to the SubsidiariesClosing Date, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and irrevocably waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, membersmember, partners, officers, employees and Affiliates, that Debevoise & Xxxxxxxx SNR Xxxxxx US LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders Sellers and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the 93 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, Debevoise & Xxxxxxxx SNR Xxxxxx US LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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, Agreement notwithstanding such representation or any continued representation of the Company and/or the 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, membersmember, partners, officers, employees and Affiliates, that Debevoise Mayer, Brown, Xxxx & Xxxxxxxx Maw LLP may serve as counsel to each and any of the Representative, Fully-Diluted Stockholders and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and the SubsidiariesSubsidiary, on the other hand, in connection with the 93 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, Debevoise Mayer, Brown, Xxxx & Xxxxxxxx Maw LLP may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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, Agreement notwithstanding such representation or any continued representation of the Company and/or the SubsidiariesSubsidiary, 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 and waive any conflict of interest arising from such representation.

Provision Respecting Representation of Company. 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 Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP may serve as counsel to each and any of the RepresentativeSellers, Fully-Diluted Stockholders the Seller Representative and their respective Affiliates (individually and collectively, the “"Seller Group”"), on the one hand, and the Company and the its Subsidiaries, on the other hand, in connection with the 93 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, Debevoise Xxxxxxxx & Xxxxxxxx Xxxxx LLP (or any successor) may serve as counsel to any member of the Seller Group or any director, member, partner, officer, employee or Affiliate of the 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, Agreement notwithstanding such representation or any continued representation of the Company and/or the Subsidiariesrepresentation, 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 and waive any conflict of interest arising from such representation.