Common use of Representation of Seller and its Affiliates Clause in Contracts

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, that, following the Closing, Xxxxxxx LLP may serve as counsel to Seller and the other Seller Related Parties in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx LLP of Seller prior to the Closing Date. Buyer hereby (a) waives any claim it has or may have that Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises after the Closing between Buyer and Seller or any Seller Related Party, Xxxxxxx LLP may represent Seller or any Seller Related Party in such dispute even though the interests of such Person(s) may be directly adverse to Buyer and even though Xxxxxxx LLP may have represented Seller in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer also further agrees that, as to all communications among Xxxxxxx LLP and Seller or Seller Related Parties and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller, and Buyer shall not retain any copies of such records or have any access to them.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, agrees that, following the Closing, Xxxxxxx Ropes & Xxxx LLP may serve as counsel to Seller and the other Seller Related Parties its respective Affiliates in connection with any matters related to this Agreement or any related agreement, certificate or other document delivered in connection herewith and the transactions contemplated herebyhereby and thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or any related agreement, certificate or other document delivered in connection herewith or the transactions contemplated by this Agreement hereby or thereby notwithstanding any representation by Xxxxxxx Ropes & Xxxx LLP of Seller prior to the Closing DateDate of the Acquired Companies. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, the Acquired Companies) hereby (ai) waives any claim it has they have or may have that Xxxxxxx Ropes & Xxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees that, if in the event that a dispute arises after the Closing between Buyer Buyer, any Acquired Company and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx Ropes & Xxxx LLP may represent Seller or any Seller Related Party of Seller’s Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Acquired Companies and even though Xxxxxxx Ropes & Xxxx LLP may have represented Seller the Acquired Companies in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained (on behalf of itself and helped Buyer evaluate its Subsidiaries, including, following the implications and risks of waiving Closing, the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer Acquired Companies) also further agrees that, as to all communications among Xxxxxxx Ropes & Xxxx LLP and the Acquired Companies and Seller or Seller Related Parties Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this AgreementAgreement or any related agreement, certificate or other document delivered in connection herewith, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by BuyerBuyer or any Acquired Company. In additionNotwithstanding the foregoing, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP related event that a dispute arises between Buyer, any Acquired Company and a third party other than a party to this Agreement and after the transactions contemplated hereby will continue Closing, the Acquired Companies may assert the attorney-client privilege to be property prevent disclosure of (and be controlled by) confidential communications by Ropes & Xxxx LLP to such third party; provided, however, that no Acquired Company may waive such privilege without the prior written consent of Seller, and Buyer shall not retain any copies of such records or have any access to them.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related PartiesIndemnitees, that, following the Closing, Xxxxxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx Xxxxxxxx & Xxxxx LLP of Seller prior to the Closing DateDate of the Company and/or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby (ai) waives waive any claim it has they have or may have that Xxxxxxx Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees agree that, if in the event that a dispute arises after the Closing between Buyer Buyer, the Company or any Subsidiary and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx Xxxxxxxx & Xxxxx LLP may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer Buyer, the Company or its Subsidiaries and even though Xxxxxxx Xxxxxxxx & Xxxxx LLP may have represented Seller the Company or its Subsidiaries in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications Company (on behalf of itself and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer its Subsidiaries) also further agrees agree that, as to all communications among Xxxxxxx Xxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and Seller or Seller Related Parties Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will shall not pass to or be claimed by Buyer, the Company or any of its Subsidiaries. In additionNotwithstanding the foregoing, if the Closing occurs, all of the client files and records in the possession event that a dispute arises between Buyer, the Company or any of Xxxxxxx LLP related its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the transactions contemplated hereby will continue attorney-client privilege to be property prevent disclosure of (and be controlled by) confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Company nor any such Subsidiary may waive such privilege without the prior written consent of Seller, and Buyer shall not retain any copies of such records or have any access to them.

Representation of Seller and its Affiliates. Buyer agreeshereby waives and agrees not to assert, on its own behalf and on behalf agrees to cause each of the Buyer Related PartiesAcquired Companies to waive and not to assert, that, following the Closing, Xxxxxxx LLP may serve as counsel to Seller and the other Seller Related Parties in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation conflict of interest arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx LLP of Seller prior to the Closing Date. Buyer hereby (a) waives any claim it has or may have that Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees thatrepresentation, if a dispute arises after the Closing between Buyer and Seller (the “Post-Closing Representation”), of Seller, any of its Affiliates or any Seller Related Partyof their respective equityholders, Xxxxxxx LLP may represent Seller officers, managers, employees or directors (any Seller Related Party in such dispute even though the interests of such Person(sPerson, a “Designated Person”) may be directly adverse to Buyer and even though Xxxxxxx LLP may have represented Seller in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer also further agrees that, as to all communications among Xxxxxxx LLP and Seller or Seller Related Parties and representatives, that relate in any way to matter involving this Agreement, the transactions agreements contemplated by this Agreement, any transactions contemplated hereby or thereby, any Assets other than the attorneyPurchased Assets or any liabilities other than the liabilities of the Acquired Companies, by the Current Representation. Buyer hereby waives and agrees not to assert, and agrees to cause the Acquired Companies to waive and not to assert, any solicitor-client privilege with respect to any communication between any internal or external legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between such Designated Person and Buyer or the Acquired Companies, it being the intention of the Parties that all such rights to such solicitor-client privilege and the expectation of to control such solicitor-client confidence belongs to Seller and may privilege shall be controlled retained by Seller and Seller. Buyer hereby further agrees that: (a) Buyer will not pass to seek disclosure of any communication between any internal or be claimed external legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation in any matter involving this Agreement, the agreements contemplated by Buyer. In additionthis Agreement, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP related to this Agreement and the any transactions contemplated hereby will continue or thereby, any Assets other than the Purchased Assets or any liabilities other than the liabilities of the Acquired Companies or (b) to be property the extent any emails or other documents (either electronic or otherwise) containing any such communications are included in the Acquired Companies’ computer server(s) or are otherwise within the records of (the Acquired Companies following Closing, it will, upon discovery of any such documents, use Commercially Reasonable Efforts to delete or destroy all such emails or other documents containing such communication and be controlled by) Sellernot review or otherwise use such documents or the communications for any purpose. Notwithstanding the foregoing, and Buyer shall be permitted to retain documents (either electronic or otherwise) containing any such communications which are contained in archived computer system backups in accordance with Buyer’s routine security or disaster recovery procedures if such information is not retain any copies accessible except by information technology personnel and is retained only as required for the purpose of maintaining such records or have any access to themsecurity and disaster recovery procedures.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, thatthat (a) one or more of the Target Companies and Seller (and its controlling Affiliate) have retained Xxxxxxxx & Xxxxx LLP to act as their counsel in connection with the transactions contemplated by this Agreement as well as other past matters, (b) Xxxxxxxx & Xxxxx LLP have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and no Person other than the Target Companies and Seller (and their controlling Affiliate) has the status of a Xxxxxxxx & Xxxxx LLP client for conflict of interest or any other purpose as a result thereof, and (c) following the Closing, Xxxxxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Seller and the other Seller Related Parties its post-Closing Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx Xxxxxxxx & Xxxxx LLP of Seller 86 LEGAL02/39540989v11 prior to the Closing DateDate of any Target Company. Buyer and the Target Companies hereby (ai) waives waive any claim it has they have or may have that Xxxxxxx Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees agree that, if in the event that a dispute arises after the Closing between Buyer or any Target Company and Seller or any Seller Related Partyof their Affiliates, Xxxxxxx Xxxxxxxx & Xxxxx LLP may represent Seller or any Seller Related Party of their Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Target Company and even though Xxxxxxx Xxxxxxxx & Xxxxx LLP may have represented Seller a Target Company or other Persons in a matter substantially related to such disputedispute and may be handling other ongoing matters for a Buyer Related Party, the Target Companies, or any of their respective Subsidiaries. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx Xxxxxxxx & Xxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer and the Target Companies also further agrees agree that, as to all communications among Xxxxxxx LLP Xxxxxxxx & Xxxxx LLP, on the one hand, and the Target Companies, and Seller or Seller Related Parties any of Seller’s Affiliates and representatives, on the other hand, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by BuyerBuyer or any Target Company. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx Xxxxxxxx & Xxxxx LLP related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller, Seller and Buyer shall not no Target Company will retain any copies of such records or have any access to them.. Without limiting the foregoing, Buyer and the Target Companies, on behalf of themselves, their Affiliates, Subsidiaries and their respective current and future members, partners, equityholders, representatives and each of the successors and assigns of the foregoing (the “Waiving Parties”), hereby acknowledge and agree that all (x) emails and other communications prior to the Closing from or among any Seller Related Party, any Target Company, or any Affiliates, directors, managers, officers, employees, agents, advisors, attorneys, accountants, consultants or other representatives of any Seller Related Party or Target Company concerning, related to or in respect of the sale process, this Agreement or any agreement entered into in connection with herewith or related hereto (including all prior drafts), the assets, Liabilities, operations, prospects and condition of any Target Company and their businesses solely as it relates to the sale process of the Target Companies and the negotiation of this Agreement and the other Ancillary Agreements (whether or not such email or other communication is entitled to any attorney-client or other privilege) and (y) documents or materials created prior to Closing by or on behalf of any Seller Related Party or any Target Company in connection with, in preparation for, related to or arising out of the sale process, any prior sale processes, this Agreement or any agreement entered into in connection herewith or related hereto (including all prior drafts) and the subject matter hereof and thereof, or any dispute or proceeding arising out of or relating to, the sale process, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing, will be exclusively owned and controlled by Seller and will not pass to or be claimed by Buyer, any Target Company and from and after the Closing none of Buyer, the Target Companies or any other Person purporting to act on behalf thereof or any of the Waiving Parties will seek to access, obtain, use, rely on or otherwise disclose the same, without in each case first obtaining Seller’s consent, which may be granted or withheld in its sole discretion, except in the event of a dispute arising under or relating to this Agreement or the other Ancillary Agreements. In furtherance of the foregoing, Buyer acknowledges that it would be impractical to remove all such emails and communications from the records (including emails and other 87 LEGAL02/39540989v11

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, agrees that, following the Closing, Xxxxxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx Xxxxxxxx & Xxxxx LLP of Seller prior to the Closing DateDate of the Company and/or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby (a) waives waive any claim it has they have or may have that Xxxxxxx Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between Buyer Buyer, the Company or any Subsidiary and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx Xxxxxxxx & Xxxxx LLP may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer Buyer, the Company or its Subsidiaries and even though Xxxxxxx Xxxxxxxx & Xxxxx LLP may have represented Seller the Company or its Subsidiaries in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications Company (on behalf of itself and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer its Subsidiaries) also further agrees agree that, as to all communications among Xxxxxxx Xxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and Seller or Seller Related Parties Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will shall not pass to or be claimed by Buyer, the Company or any of its Subsidiaries. In additionNotwithstanding the foregoing, if the Closing occurs, all of the client files and records in the possession event that a dispute arises between Buyer, the Company or any of Xxxxxxx LLP related its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the transactions contemplated hereby will continue attorney-client privilege to be property prevent disclosure of (and be controlled by) confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Company nor any such Subsidiary may waive such privilege without the prior written consent of Seller, and Buyer shall not retain any copies of such records or have any access to them.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, thatthat (a) one or more of the Acquired Companies and Seller (and its controlling Affiliate) have retained Xxxxxxxx & Xxxxx LLP and Xxxxxxxxxx & Xxxxx, P.A. to act as their counsel in connection with the transactions contemplated by this Agreement as well as other past matters, (b) Xxxxxxxx & Xxxxx LLP and Xxxxxxxxxx & Xxxxx, P.A. have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and no Person other than the Acquired Companies and Seller (and its controlling Affiliate) has the status of a Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. client for conflict of interest or any other purpose as a result thereof, and (c) following the Closing, Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx Xxxxxxxx & Xxxxx LLP of Seller or Xxxxxxxxxx & Xxxxx, P.A. prior to the Closing DateDate of any Acquired Company. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby (ai) waives waive any claim it has they have or may have that Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees agree that, if in the event that a dispute arises after the Closing between Buyer or any Acquired Company and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Acquired Company and even though Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. may have represented Seller an Acquired Company or other Persons in a matter substantially related to such disputedispute and may be handling other ongoing matters for a Buyer Related Party, the Company, or any of their respective Subsidiaries. Buyer represents to Seller that Buyer’s 's own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLPXxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A., and Buyer’s 's consent with respect to this waiver is fully informed. Buyer and the Company (on behalf of itself and its Subsidiaries) also further agrees agree that, as to all communications among Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A., on the one hand, and the Acquired Companies, and Seller or Seller Related Parties Seller's Affiliates and representatives, on the other hand, to the extent that they relate in any way to the transactions contemplated by this Agreement, the attorney-client attorney‑client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by BuyerBuyer or any Acquired Company. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller, Seller and Buyer shall not no Acquired Company will retain any copies of such records or have any access to them. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any Acquired Company and a third party other than a party to this Agreement (or an Affiliate thereof) after the Closing, the Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP or Xxxxxxxxxx & Xxxxx, P.A. to such third party; provided, however, that no Acquired Company may waive such privilege without the prior written consent of Seller.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related PartiesIndemnitees, that, following the Closing, Xxxxxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx Xxxxxxxx & Xxxxx LLP of Seller prior to the Closing DateDate of the Company or any of its Subsidiaries. Buyer and the Company (on behalf of itself and its Subsidiaries) hereby (ai) waives waive any claim it has they have or may have that Xxxxxxx Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees agree that, if in the event that a dispute arises after the Closing between Buyer Buyer, the Company or any Subsidiary and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx Xxxxxxxx & Xxxxx LLP may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer Buyer, the Company or its Subsidiaries and even though Xxxxxxx Xxxxxxxx & Xxxxx LLP may have represented Seller the Company or its Subsidiaries in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications Company (on behalf of itself and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer its Subsidiaries) also further agrees agree that, as to all communications among Xxxxxxx Xxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and Seller or Seller Related Parties Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer, the Company or any of its Subsidiaries. In additionNotwithstanding the foregoing, if the Closing occurs, all of the client files and records in the possession event that a dispute arises between Buyer, the Company or any of Xxxxxxx LLP related its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the transactions contemplated hereby will continue attorney-client privilege to be property prevent disclosure of (and be controlled by) confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Company nor any such Subsidiary may waive such privilege without the prior written consent of Seller, and Buyer shall not retain any copies of such records or have any access to them.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related PartiesIndemnitees, that, following the Closing, Xxxxxxx Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. (“RBH”), Xxxxx & Lardner LLP (“Xxxxx”) and XxXxxxxx LLP ( together with RBH and Xxxxx, “Seller Counsel”) may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx LLP of Seller Counsel prior to the Closing Dateof the Company. Buyer and the Company hereby (a) waives waive any claim it has they have or may have that Xxxxxxx LLP Seller Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between Buyer or the Company, on the one hand, and Seller or any of its Affiliates, on the other hand, Seller Related Party, Xxxxxxx LLP Counsel may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Xxxxxxx LLP Seller Counsel may have represented Seller the Company in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLPSeller Counsel, and Buyer’s consent with respect to this waiver is fully informed. Buyer and the Company also further agrees agree that, as to all privileged communications among Xxxxxxx LLP Seller Counsel and the Company and Seller or Seller Related Parties any of Seller’s Affiliates and representatives, that relate in any way to the extent related to the transactions contemplated by this AgreementAgreement and arising prior to the Closing, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by BuyerBuyer or the Company. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP Seller Counsel to the extent related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and Buyer shall a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Counsel to such third party; provided, however, that the Company may not retain any copies waive such privilege without the prior written consent of such records or have any access to themSeller.

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related PartiesIndemnitees, that, following the Closing, Xxxxxxx LLP Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. (“RBH”) may serve as counsel to Seller and the other Seller Related Parties its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx LLP of Seller RBH prior to the Closing Dateof the Company. Buyer Buyer, on behalf of itself and its Affiliates (including, the Company) hereby (a) waives any claim it has or its Affiliates have or may have that Xxxxxxx LLP RBH has a conflict of interest or is 43 otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between Buyer or the Company and Seller or any Seller Related Partyof its Affiliates, Xxxxxxx LLP RBH may represent Seller or any Seller Related Party of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Xxxxxxx LLP RBH may have represented Seller the Company in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLPRBH, and Buyer’s consent with respect to this waiver is fully informed. Buyer also further agrees on behalf of itself and the Company that, as to all communications among Xxxxxxx LLP RBH and the Company and Seller or Seller Related Parties any of Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by BuyerBuyer or the Company. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP RBH related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller, and Buyer the Company shall not retain any copies of such records or have any access to them.. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by RBH to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller. Buyer shall cause the Company to indemnify and hold harmless RBH with respect to any claims made by Seller with respect to matters existing or occurring at or prior to the Closing (including the transactions contemplated by this Agreement). The provisions of the immediately preceding sentence are intended to be for the benefit of, and will be enforceable by RBH, its partners, employees and representatives and are in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise, and the Company shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by RBH, its partners, shareholders, employees and representatives in connection with the enforcement of such rights. [Signatures on Following Pages] 44