Common use of Provision With Respect to Legal Representation Clause in Contracts

Provision With Respect to Legal Representation. Buyer and the Company hereby agree, on their own behalf and on behalf of their directors, members, managers, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (“Weil”) (or any of its successors) may represent Seller or any director, member, manager, partner, officer, employee or Affiliate of Seller, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby notwithstanding its representation (or any continued representation) of the Company, and each of Buyer and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Company acknowledge that the foregoing provision applies whether or not Weil provides legal services to the Company after the Closing Date. Each of Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company and Seller and their counsel, including Weil, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications (the “Privileged Communications”) and that ownership of privilege with respect thereto does not pass to the Company notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains with and is controlled by Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (including, after the Closing, the Company and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on 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 to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer and the Company agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the Company. The parties hereto hereby agree that nothing herein is intended or should be construed as a waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third party.

Provision With Respect to Legal Representation. Buyer Xxxxx and the Company Companies hereby agree, on their own behalf and on behalf of their directors, members, managers, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the ““ Waiving Parties”), that WeilXxxx, Gotshal Xxxxxxx & Xxxxxx LLP (“Weil”) and Driver McAfee Peek & Xxxxxxxxx, P.C. (“ Driver”) (or any of its their respective successors) may represent Seller the Sellers or any director, member, manager, partner, officer, employee or Affiliate of any Seller, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby notwithstanding its representation (or any continued representation) of the CompanyPanadero Corp and/or any of its Subsidiaries, and each of Buyer and the Company Companies on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Company Companies acknowledge that the foregoing provision applies whether or not Weil provides legal services to the Company Panadero Corp or any of its Subsidiaries after the Closing Date. Each of Buyer and the CompanyCompanies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company Companies and Seller the Sellers and their counsel, including WeilWeil and Driver, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or 45 proceeding arising out of or relating to, this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, thereby are privileged communications (the “Privileged Communications”) and that ownership of privilege with respect thereto does not pass to the Company Companies notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains remain with and is are controlled by Sellerthe Seller Representative; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (including, after the Closing, the Company Companies and its their Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the CompanyCompanies, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Company Companies or otherwise, in any action against or involving any of the parties after the Closing to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer and the Company Companies agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the CompanyCompanies. The parties hereto hereby agree that nothing herein is intended or should be construed as a waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third party.

Provision With Respect to Legal Representation. Buyer and Each of the Company parties to this Agreement hereby agreeagrees, on their its own behalf and on behalf of their its directors, members, managerspartners, officers, employees and Affiliates, and each of their successors and assigns that (all such parties, the “Waiving Parties”), that i) Weil, Gotshal & Xxxxxx LLP may serve as counsel to Seller and to its Affiliates (individually and collectively, the “Stockholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction, and (ii) following consummation of the transactions contemplated hereby, Weil”) (, Gotshal & Xxxxxx LLP may serve as counsel to any member of the Stockholder Group or any of its successors) may represent Seller or any manager, director, member, manager, partner, officer, employee or Affiliate affiliate of Sellerthe Stockholder Group, in each case in connection with any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any ancillary documents hereto Agreement or the transactions contemplated hereby or thereby Transaction (any such representation, the “Post-Closing Representation”), notwithstanding its such representation (or any continued representation) of the CompanyCompany and its Subsidiaries. Each of the parties hereto hereby does, and shall cause each of Buyer and its Affiliates to, consent to the Company on behalf of itself and the Waiving Parties hereby consents thereto foregoing arrangements and irrevocably waives waive (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating theretothat may arise from any representation by Weil, Gotshal & Xxxxxx LLP expressly permitted hereunder. Buyer and Buyer, the Company acknowledge and Seller each acknowledges that the foregoing provision applies whether or not Weil Weil, Gotshal & Xxxxxx LLP provides legal services to the Company or any of its Subsidiaries after the Closing Date. Each of Buyer and the Company, for itself and the Waiving Partiesits Affiliates, hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Company Stockholder Group and Seller and their its counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any ancillary documents hereto agreements contemplated by this Agreement or the transactions contemplated hereby or therebyTransaction, or any matter relating to any of the foregoing, are privileged communications (and documentation between the “Privileged Communications”) Stockholder Group and that ownership of privilege with respect thereto does such counsel, will not pass to and become an asset or property of the Company notwithstanding or its Subsidiaries following the consummation Closing and from and after the Closing neither Buyer, the Company, nor any Person purporting to act on behalf of or through Buyer or the transactions contemplated by this Agreement, and instead remains with and is controlled by Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer Company or any of its Affiliates (includingtheir Affiliates, will seek to obtain the same by any process. From and after the Closing, the Company and its Affiliates) each of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the Company, together on behalf of itself and its Affiliates, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, its Subsidiaries or the Stockholder Group occurring prior to the Closing in connection with any Post-Closing Representation. Buyer further agrees that Weil, Gotshal & Xxxxxx LLP and its partners and employees are third party beneficiaries of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on 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 to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer and the Company agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the Company. The parties hereto hereby agree that nothing herein is intended or should be construed as a waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third partythis Section 8.14.

Provision With Respect to Legal Representation. Buyer and the Company Companies hereby agree, on their own behalf and on behalf of their directors, members, managers, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the ““ Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (“Weil”) and Driver McAfee Peek & Hawthorne, P.C. (“ Driver”) (or any of its their respective successors) may represent Seller the Sellers or any director, member, manager, partner, officer, employee or Affiliate of any Seller, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby notwithstanding its representation (or any continued representation) of the CompanyPanadero Corp and/or any of its Subsidiaries, and each of Buyer and the Company Companies on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Company Companies acknowledge that the foregoing provision applies whether or not Weil provides legal services to the Company Panadero Corp or any of its Subsidiaries after the Closing Date. Each of Buyer and the CompanyCompanies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company Companies and Seller the Sellers and their counsel, including WeilWeil and Driver, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or 45 proceeding arising out of or relating to, this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, thereby are privileged communications (the “Privileged Communications”) and that ownership of privilege with respect thereto does not pass to the Company Companies notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains remain with and is are controlled by Sellerthe Seller Representative; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (including, after the Closing, the Company Companies and its their Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the CompanyCompanies, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Company Companies or otherwise, in any action against or involving any of the parties after the Closing to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer and the Company Companies agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the CompanyCompanies. The parties hereto hereby agree that nothing herein is intended or should be construed as a waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third party.

Provision With Respect to Legal Representation. Buyer and Each of the Company Parties hereby agreeagrees, on their its own behalf and on behalf of their its directors, members, managerspartners, officers, employees and Affiliates, and each of their successors and assigns that (all such parties, the “Waiving Parties”), that a) Weil, Gotshal & Xxxxxx LLP may serve as counsel to the Representative and its Affiliates, on the one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, 109 the other documents referred to herein and the consummation of the transactions contemplated by this Agreement and the other documents referred to herein, and (“b) following consummation of the transactions contemplated hereby, Weil”) (or , Gotshal & Xxxxxx LLP may serve as counsel to the Representative and any of its successors) may represent Seller or any manager, director, member, manager, partner, officer, employee or Affiliate of Sellerthe Representative, in each case in connection with any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any ancillary documents hereto Agreement or the transactions contemplated hereby or thereby by this Agreement (any such representation, the “Post-Closing Representation”), notwithstanding its representation (or any continued such representation) . Each of the CompanyParties hereby does, and shall cause each of Buyer and its Affiliates to, consent to the Company on behalf of itself and the Waiving Parties hereby consents thereto foregoing arrangements and irrevocably waives waive (and will not assert) any actual or potential conflict of interest or any objection arising therefrom that may arise from any representation by Weil, Gotshal & Xxxxxx LLP expressly permitted hereunder (notwithstanding the fact that Weil, Gotshal & Xxxxxx LLP may have represented, and may currently or relating thereto. Buyer in the future represent, Parent and/or any of its Affiliates (including any portfolio companies) or representatives with respect to matters unrelated to this Agreement, the other documents referred to herein and the Company transactions contemplated in this Agreement and the other documents referred to herein). The Parties acknowledge that the foregoing provision applies whether or not Weil Weil, Gotshal & Xxxxxx LLP provides legal services to the Surviving Blockers, the Surviving Company or any of its Subsidiaries after the Closing Date. Each of Buyer the Parties, on their own behalf and the Companyon behalf of their directors, for itself members, officers employees and the Waiving PartiesAffiliates, and each of their successors and assigns, hereby irrevocably acknowledges and agrees that all communications between the Company Representative and Seller its counsel and their the Acquired Companies and its counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding Proceeding arising out of or relating to, this Agreement, any ancillary documents hereto agreements contemplated by this Agreement or the transactions contemplated hereby or therebyby any of the foregoing, or any matter relating to any of the foregoing, are privileged communications between such Party and such counsel and from and after the Closing do not pass to Parent, the Surviving Blockers or the Surviving Company notwithstanding the Merger and instead survive, remain with and are controlled by the Representative (the “Privileged Communications”) and that ownership ), without any waiver thereof. Neither the Surviving Blockers, the Surviving Company, nor any Person purporting to act on behalf of privilege with respect thereto does not pass to or through Parent, the Surviving Blockers or the Surviving Company notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains with and is controlled by Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (includingtheir Affiliates, after will seek to obtain the Closingsame by any process. Parent, the Company and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer Surviving Blockers and the Surviving Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server accounts of any Acquired Company, the Company Surviving Blockers or otherwisethe Surviving Company, or otherwise (including in the knowledge of their officers and employees), in any action against or involving any of the parties Parties after the Closing to Closing. Parent, the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer Surviving Blockers and the Surviving Company agree not to assert that the privilege has been waived as to the Privileged Communication Communications that may be located in the records or email server (or in the knowledge of the officers and employees) of any Acquired Company, the Surviving Blockers or the Surviving Company. The parties hereto From and after the Closing, each of Parent and the Surviving Company, on behalf of itself and its Affiliates, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Acquired Companies occurring prior to the Closing in connection with any Post-Closing Representation. Parent acknowledges that the Company and Weil, Gotshal & Xxxxxx LLP will be relying on the waiver provided hereby agree and that nothing herein this Section 10.17 is intended for the benefit of, and to grant third party rights to Weil, Gotshal & Xxxxxx LLP to enforce this Section 10.17. Parent further 110 acknowledges that its consent and waiver under this Section 10.17 is voluntary and informed, and that it has obtained independent legal advice with respect to this consent and waiver. This Section 10.17 shall amend, restate and supersede any other conflict waiver entered by Parent or should be construed as a one of its Affiliates in favor of Weil, Gotshal & Xxxxxx LLP in connection with the transactions contemplated by this Agreement, including any such conflict waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third partyin the Confidentiality Agreement.

Provision With Respect to Legal Representation. Buyer and the Company Companies hereby agree, on their own behalf and on behalf of their directors, members, managers, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (“Weil”) and Driver McAfee Peek & Hawthorne, P.C. (“Driver”) (or any of its their respective successors) may represent Seller the Sellers or any director, member, manager, partner, officer, employee or Affiliate of any Seller, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby notwithstanding its representation (or any continued representation) of the CompanyPanadero Corp and/or any of its Subsidiaries, and each of Buyer and the Company Companies on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Buyer and the Company Companies acknowledge that the foregoing provision applies whether or not Weil provides legal services to the Company Panadero Corp or any of its Subsidiaries after the Closing Date. Each of Buyer and the CompanyCompanies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company Companies and Seller the Sellers and their counsel, including WeilWeil and Driver, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any ancillary documents hereto or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, thereby are privileged communications (the “Privileged Communications”) and that ownership of privilege with respect thereto does not pass to the Company Companies notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains remain with and is are controlled by Sellerthe Seller Representative; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (including, after the Closing, the Company Companies and its their Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the CompanyCompanies, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Company Companies or otherwise, in any action against or involving any of the parties after the Closing to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer and the Company Companies agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the CompanyCompanies. The parties hereto hereby agree that nothing herein is intended or should be construed as a waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third party.

Provision With Respect to Legal Representation. Buyer Sxxxxxxx & Sterling LLP (“S&S”) has served as counsel to SPX and the Company Entities, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated herein, including the Reorganization Transactions, and Rxxxxxxx, Bxxxxxxx & Hxxxxx, P.A. (“RBH”) has served as counsel to SPX and the Company Entities in connection with the Reorganization Transactions, and each of the Parties hereby agreeagrees, on their its own behalf and on behalf of their its directors, members, managerspartners, officers, employees employees, and Affiliates, that notwithstanding such representation, S&S and RBH may each of their successors and assigns (all such partiesserve as counsel to SPX, the “Waiving Parties”)any manager, that Weil, Gotshal & Xxxxxx LLP (“Weil”) (or any of its successors) may represent Seller or any director, member, manager, partner, officer, employee employee, or Affiliate of SellerSPX, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of of, or relating to to, this Agreement, any ancillary documents hereto or the transactions contemplated hereby herein or thereby notwithstanding its representation the Reorganization Transactions (or any continued such representation) , the “Post-Closing Representation”). Each of the CompanyParties hereby does, and shall cause each of Buyer and its Affiliates to, consent to the Company on behalf of itself and the Waiving Parties hereby consents thereto foregoing arrangements and irrevocably waives (and will shall not assert) any actual or potential conflict of interest or any objection arising therefrom that may arise from any representation by S&S or relating theretoRBH permitted hereunder. Buyer and the Company acknowledge Each Party acknowledges that the foregoing provision applies whether or not Weil S&S or RBH provides legal services to the Company Seller or any of its Subsidiaries after the Closing Date. Each of Buyer and the CompanyParty, for itself and the Waiving Partiesits Affiliates, hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Company Group and Seller and their its counsel, including WeilS&S and RBH, made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or proceeding arising out of of, or relating to, this Agreement, any ancillary documents hereto agreements or transactions contemplated by this Agreement or the transactions contemplated hereby or therebyReorganization Transactions, or any matter relating to any of the foregoing, foregoing are privileged communications (and documentation between the “Privileged Communications”) Company Group and that ownership of privilege with respect thereto does such counsel, shall solely belong to the Seller and shall not pass to and become an asset or property of the Company notwithstanding or its Subsidiaries following the consummation of the transactions contemplated by this Agreement, Closing; and instead remains with from and is controlled by Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Affiliates (including, after the Closing, none of the Purchaser, a Company and its Affiliates) Entity or any Person purporting to act on behalf of any applicable privileges or protections that can through the Purchaser, a Company Entity or may be asserted to prevent disclosure of any such communications to any third party. Buyer and the Company, together with any of their respective Affiliates, Subsidiariesshall seek to obtain the same by any process. From and after the Closing, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server each of the Company Entities and the Purchaser, on behalf of itself and its Affiliates, waives and shall not assert any attorney-client privilege with respect to any communication between S&S and RBH, on the one hand, and any member of the Company Group, on the other hand, occurring prior to the Closing or otherwisein connection with any Post-Closing Representation; provided that, in if a dispute arises between the Purchaser and any action against Company Entity, on the one hand, and any other Person (except for the Seller or involving any of its Representatives), on the parties after other hand, the Closing to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; and Buyer Purchaser and the Company agree not to assert that Entities may exercise any and all protections from disclosure, including attorney-client privileges and work product protections, associated with or arising from any communication between S&S and RBH, on the privilege has been waived as one hand, and any member of the Company Group, on the other hand, occurring prior to the Privileged Communication that may be located in the records or email server of the CompanyClosing. The parties hereto hereby Parties further agree that nothing herein is intended or should be construed as a waiver S&S and RBH, and their respective partners and employees, are third party beneficiaries of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third partythis Section 8.12.

Provision With Respect to Legal Representation. Buyer and Each of the Company Parties hereby agreeagrees, on their its own behalf and on behalf of their its directors, members, managerspartners, officers, employees and Affiliates, that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP may serve as counsel to the Representative and each its Affiliates, on the one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of their successors and assigns (all such partiesthis Agreement, the “Waiving Parties”)other documents referred to herein and the consummation of the transactions contemplated by this Agreement and the other documents referred to herein, that Weiland (ii) following consummation of the transactions contemplated hereby, Gotshal Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP (“Weil”) (or may serve as counsel to the Representative and any of its successors) may represent Seller or any manager, director, member, manager, partner, officer, employee or Affiliate affiliate of Sellerthe Representative, in each case in connection with any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any ancillary documents hereto Agreement or the transactions contemplated hereby or thereby by this Agreement (any such representation, the “Post-Closing Representation”), notwithstanding its representation (or any continued such representation) . Each of the CompanyParties hereby does, and shall cause each of Buyer and its Affiliates to, consent to the Company on behalf of itself and the Waiving Parties hereby consents thereto foregoing arrangements and irrevocably waives waive (and will not assert) any actual or potential conflict of interest or any objection arising therefrom that may arise from any representation by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP expressly permitted hereunder (notwithstanding the fact that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP may have represented, and may currently or relating theretoin the future represent, Parent and/or any of its Affiliates (including any portfolio companies) or representatives with respect to matters unrelated to this Agreement, the other documents referred to herein and the transactions contemplated in this Agreement and the other documents referred to herein). Buyer Parent and the Company acknowledge that the foregoing provision applies whether or not Weil Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP provides legal services to the Company Surviving Corporation or any of its subsidiaries after the Closing Date. Each of Buyer Parent and the Company, for itself on their own behalf and the Waiving Partieson behalf of their directors, members, officers employees and Affiliates, and each of their successors and assigns, hereby irrevocably acknowledges and agrees that all communications between the Company Representative and Seller its counsel and their the Acquired Companies and its counsel, including WeilXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any ancillary documents hereto agreements contemplated by this Agreement or the transactions contemplated hereby or therebyby any of the foregoing, or any matter relating to any of the foregoing, are privileged communications between such Party and such counsel and from and after the Closing do not pass to Parent or the Surviving Corporation notwithstanding the Merger and instead survive, remain with and are controlled by the Representative (the “Privileged Communications”) and that ownership ), without any waiver thereof. Neither the Surviving Corporation nor any Person purporting to act on behalf of privilege with respect thereto does not pass to or through Parent or the Company notwithstanding the consummation of the transactions contemplated by this Agreement, and instead remains with and is controlled by Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer Surviving Corporation or any of its Affiliates (includingtheir Affiliates, after will seek to obtain the Closing, the Company and its Affiliates) of same by any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyprocess. Buyer Parent and the CompanySurviving Corporation, together with any of their respective Affiliatesaffiliates, Subsidiariessubsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server accounts of the Company or otherwisethe Surviving Corporation, or otherwise (including in the knowledge of their officers and employees), in any action against or involving any of the parties Parties after the Closing to the extent such Privileged Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party; Closing. Parent and Buyer and the Company Surviving Corporation agree not to assert that the privilege has been waived as to the Privileged Communication Communications that may be located in the records or email server (or in the knowledge of the Companyofficers and employees) of the Company or the Surviving Corporation. The parties hereto From and after the Closing, each of Parent and the Surviving Corporation, on behalf of itself and its Affiliates, waives and will not assert any attorney-client privilege with respect to any communication between Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and the Acquired Companies occurring prior to the Closing in connection with any Post-Closing Representation. Parent acknowledges that the Company and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP will be relying on the waiver provided hereby agree and that nothing herein this Section 10.17 is intended for the benefit of, and to grant third party rights to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to enforce this Section 10.17. Parent further acknowledges that its consent and waiver under this Section 10.17 is voluntary and informed, and that it has obtained independent legal advice with respect to this consent and waiver. This Section 10.17 shall amend, restate and supersede any other conflict waiver entered by Parent or should be construed as a one of its Affiliates in favor of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP in connection with the transactions contemplated by this Agreement, including without limitation any such conflict waiver of any privileges or protections that can or may be asserted to prevent disclosure of any Privileged Communications to any third partyin the Confidentiality Agreement.