Common use of Representation of Sellers and their Affiliates Clause in Contracts

Representation of Sellers and their Affiliates. Purchaser covenants and agrees, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), that, following the Closing, Ropes & Xxxx LLP may serve as counsel to Sellers and their Affiliates in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Acquired Companies by Ropes & Xxxx LLP prior to the Closing. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), hereby irrevocably: (a) waives any claim any of them have or may have that Ropes & Xxxx LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Purchaser or its Affiliates (including the Acquired Companies) on the one hand, and Sellers or any of their Affiliates, on the other hand, Ropes & Xxxx LLP may represent Sellers or any of their Affiliates in such dispute, even though the interests of such Person(s) may be directly adverse to Purchaser or its Affiliates (including the Acquired Companies) and even though Ropes & Xxxx LLP may have represented the Acquired Companies in a matter substantially related to such dispute. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), also further covenants and agrees that, as to all communications between Ropes & Xxxx LLP and any of the Acquired Companies, Sellers or Sellers’ Affiliates and representatives, that relate primarily to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and shall belong to Sellers and shall be controlled by Sellers and will not pass to or be claimed by Purchaser or its Affiliates (including the Acquired Companies from and after the Closing). In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Xxxx LLP related to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby will continue to be property of (and be controlled by) Sellers, and none of Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) will retain any copies of such records or have or seek any access to them. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) and a party other than Sellers (or any Affiliate of Sellers), then Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) may assert the attorney-client privilege to prevent disclosure of confidential communications by Ropes & Xxxx LLP to such third party; provided, however, that Purchaser and any of its Affiliates (including the Acquired Companies from and after the Closing) may not waive such privilege without the prior written consent of the Seller Representative (which may be withheld, conditioned or delayed in the sole discretion of the Seller Representative).

Representation of Sellers and their Affiliates. Purchaser covenants and Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, that (a) the Company and the Sellers (and their respective controlling Affiliate) have retained Holland & Knight LLP to act as their counsel in connection with the transactions contemplated by this Agreement, (b) Holland & Knight LLP has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and no Person other than the Company and the Sellers (and its Affiliates controlling Affiliate) has the status of a Holland & Knight LLP client for conflict of interest or any other purpose as a result thereof, and (including the Acquired Companies from and after the Closing), that, c) following the Closing, Ropes Holland & Xxxx Knight LLP may serve as counsel to Sellers any Seller and their its Affiliates in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Holland & Knight LLP prior to the Closing Date of the Company. Buyer (on behalf of itself and its Subsidiaries, including the Company) hereby (i) irrevocably waive any claim they have or may have that Holland & Knight LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises after the Closing between Buyer or the Company and any Seller or any of its Affiliates, Holland & Knight LLP may represent such Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer and even though Holland & Knight LLP may have represented the Company or other Persons in a matter substantially related to such dispute and may be handling other ongoing matters for a Buyer Related Party, the Company, or any of their respective Subsidiaries. Buyer (on behalf of itself and its Subsidiaries, including the Company) also further agree that, as to all communications among Holland & Knight LLP, on the one hand, and the Company, and each Seller or any Seller’s Affiliates and representatives, on the other hand, that relate in any way to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Acquired Companies by Ropes & Xxxx LLP prior to the Closing. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), hereby irrevocably: (a) waives any claim any of them have or may have that Ropes & Xxxx LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Purchaser or its Affiliates (including the Acquired Companies) on the one hand, and Sellers or any of their Affiliates, on the other hand, Ropes & Xxxx LLP may represent Sellers or any of their Affiliates in such dispute, even though the interests of such Person(s) may be directly adverse to Purchaser or its Affiliates (including the Acquired Companies) and even though Ropes & Xxxx LLP may have represented the Acquired Companies in a matter substantially related to such dispute. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), also further covenants and agrees that, as to all communications between Ropes & Xxxx LLP and any of the Acquired Companies, Sellers or Sellers’ Affiliates and representatives, that relate primarily to the negotiation, execution or performance of this Agreement or the transactions contemplated herebyAgreement, the attorney-attorney client privilege and the expectation of client confidence belongs to such Seller and shall belong to Sellers and shall may be controlled by Sellers such Seller and will not pass to or be claimed by Purchaser Buyer or its Affiliates (including the Acquired Companies from and after the Closing)Company. In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes Holland & Xxxx Knight LLP related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby will continue to be property of (and be controlled by) Sellers, such Seller and none of Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) Company will not retain any copies of such records or have or seek any access to them. Without limiting the foregoing, Buyer (on behalf of itself and its Affiliates, including the Company) hereby acknowledges and agrees that all confidential communications between any Seller, the Company and their respective Affiliates, on the one hand, and Holland & Knight LLP, on the other hand, concerning, related to or in respect of the sale process, this Agreement or any agreement entered into in connection herewith or related hereto (including all prior drafts), will be exclusively owned and controlled by such Seller and will not pass to or be claimed by Buyer or any of its Subsidiaries (including the Company) from and after the Closing. 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 electronic files) of the Company and that any possession by Buyer of any of the foregoing will not affect or alter the ownership of such emails and communications. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Purchaser Buyer or any of its Affiliates the Company and a third party other than a party to this Agreement (including the Acquired Companies from and or an Affiliate thereof) after the Closing) and a party other than Sellers (or any Affiliate of Sellers), then Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) Company may assert the attorney-attorney client privilege to prevent disclosure of confidential communications by Ropes Holland & Xxxx Knight LLP to such third party; provided, however, that Purchaser and any of its Affiliates (including the Acquired Companies from and after the Closing) Company may not waive such privilege without the prior written consent of the Seller Representative (which may be withheld, conditioned or delayed in the sole discretion of the Seller Representative).

Representation of Sellers and their Affiliates. Purchaser covenants and agrees, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), Buyer agrees that, following the Closing, Ropes Bass, Xxxxx & Xxxx LLP PLC may serve as counsel to Sellers and their Affiliates (for the avoidance of doubt, other than the Company) in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or any related agreement, certificate or other document delivered in connection herewith and the transactions contemplated herebyhereby and thereby (the “Transaction Matters”), including any litigation, claim or dispute obligation arising out of or relating to this AgreementAgreement or any related agreement, the negotiation, execution certificate or performance of this Agreement other document delivered in connection herewith or the transactions contemplated hereby, hereby or thereby notwithstanding any representation of the Acquired Companies by Ropes Bass, Xxxxx & Xxxx LLP PLC prior to the ClosingClosing Date of the Company (the “Pre-Closing Representation”). Purchaser, on its own behalf and Buyer (on behalf of itself and its Affiliates (including the Acquired Companies from and after Subsidiaries, including, following the Closing), the Company) hereby irrevocably: (ai) waives any claim any of them they have or may have that Ropes Bass, Xxxxx & Xxxx LLP PLC has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation by virtue of the Pre-Closing Representation and (bii) agrees that, in the event that a dispute (including litigation) arises after the Closing with respect to the Transaction Matters between Purchaser or its Affiliates (including Buyer, the Acquired Companies) on the one hand, Company and Sellers or any of their Affiliates, on the other handBass, Ropes Xxxxx & Xxxx LLP PLC may represent Sellers or any of their Affiliates in such dispute, dispute even though the interests of such Person(s) may be directly adverse to Purchaser Buyer or its Affiliates (including the Acquired Companies) Company and even though Ropes Bass, Xxxxx & Xxxx LLP PLC may have represented the Acquired Companies Company in a matter substantially related Transaction Matters prior to such disputethe Closing. Purchaser, on its own behalf and Buyer (on behalf of itself and its Affiliates (including the Acquired Companies from and after Subsidiaries, including, following the Closing), the Company) also further covenants and agrees that, as to all communications between Ropes among Bass, Xxxxx & Xxxx LLP PLC and any of the Acquired Companies, Company and Sellers or Sellers’ their Affiliates and representatives, that relate primarily in any way to the negotiation, execution or performance of this Agreement or the transactions contemplated herebyTransaction Matters, the attorney-client privilege and the expectation of client confidence belongs and shall belong to Sellers and shall may be controlled by Sellers and will not pass to or be claimed by Purchaser or its Affiliates (including the Acquired Companies from and after the Closing). In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Xxxx LLP related to the negotiation, execution or performance of this Agreement Buyer or the transactions contemplated hereby will continue to be property of (and be controlled by) Sellers, and none of Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) will retain any copies of such records or have or seek any access to themCompany. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Purchaser or any of its Affiliates (including Buyer, the Acquired Companies from Company and a third party other than a party to this Agreement after the Closing) and a party other than Sellers (or any Affiliate of Sellers), then Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Ropes Bass, Xxxxx & Xxxx LLP PLC to such third party; provided, however, that Purchaser and any of its Affiliates (including the Acquired Companies from and after the Closing) Company may not waive such privilege without the prior written consent of the Seller Representative (which may be withheld, conditioned or delayed in the sole discretion of the Seller Representative)Sellers.

Representation of Sellers and their Affiliates. Purchaser covenants and agreesParent will permit, on its own behalf and on behalf of its Affiliates Subsidiaries (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing), that, following the Closing, Ropes & Xxxx LLP may serve as counsel to Sellers the Stakeholder Representative or Stakeholders and their respective Affiliates in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Acquired Companies Company and any of its Subsidiaries by Ropes & Xxxx LLP prior to the Closing, but only under the circumstances set forth in this Section 12.15. PurchaserParent, on its own behalf and on behalf of its Affiliates Subsidiaries (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing), hereby irrevocablyhereby: (a) waives any claim any of them have or may have that Ropes & Xxxx LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation representation, and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Purchaser Parent or its Affiliates Subsidiaries (including the Acquired CompaniesSurviving Corporation and any of its Subsidiaries) on the one hand, and Sellers Parent or any of their Affiliates, on the other hand, Ropes & Xxxx LLP may represent Sellers the Stakeholder Representative or Stakeholders or any of their Affiliates in such dispute, even though the interests of such Person(s) may be directly adverse to Purchaser Parent or its Affiliates (including the Acquired Companies) and even though Surviving Corporation or its Subsidiaries); provided, however, Ropes & Xxxx LLP may have represented not use any confidential or privileged information (or work-product) of the Acquired Companies Company or its Subsidiaries in a matter substantially related to such disputerepresentation, other than any confidential or privileged information acquired solely through its representation of Xxxx Capital, LP and its officers, directors, employees, managers, members, agents, Affiliates (other than the Company or its Subsidiaries) and representatives, so long as such disclosure does not violate or waive the confidential or privileged information of the Company. PurchaserParent, on its own behalf and on behalf of its Affiliates Subsidiaries (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing), also further covenants and agrees that, solely as to all the content of any communications between Ropes & Xxxx LLP and any of the Acquired CompaniesCompany, Sellers its Subsidiaries, Stakeholder Representative, Stakeholders or SellersStakeholders’ Affiliates and representativesrepresentatives prior to Closing, that relate primarily only to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated herebyhereby (and not the underlying business or operations of the Company or its Subsidiaries), the attorney-client privilege and the expectation of client confidence belongs and shall belong to Sellers Stakeholders and shall be controlled by Sellers the Stakeholders Representative and will not pass to or be claimed by Purchaser Parent or its Affiliates Subsidiaries (including the Acquired Companies Surviving Corporation or any of its Subsidiaries from and after the Closing), and none of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing) will access any such limited communications or use them in any way in contravention of this Section 12.15. In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Xxxx LLP solely related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby for the period prior to Closing (but expressly excluding the underlying business or operations of the Company or its Subsidiaries) will continue to be property of (the Stakeholder and be controlled by) Sellersby the Stakeholders Representative, and none of Purchaser Parent or any of its Affiliates respective Subsidiaries (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing) will retain any copies of such records of which it is aware or have or seek any access to themthem other than to the extent they relate solely to the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Purchaser Parent or any of its Affiliates (including the Acquired Companies Surviving Corporation or any of its Subsidiaries from and after the Closing) and a party other than Sellers the Stakeholders (or any Affiliate of Sellersthe Stakeholders), then Purchaser Parent or any of its Affiliates (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing) may assert the attorney-client privilege to prevent disclosure of confidential communications by the Stakeholders or Ropes & Xxxx LLP to such third party; provided, however, that Purchaser Parent and any of its Affiliates Subsidiaries (including the Acquired Companies Surviving Corporation and its Subsidiaries from and after the Closing) may not waive such privilege (other than with respect to matters relating to the underlying business or operations of the Company or its Subsidiaries) without the prior written consent of the Seller Representative Stakeholders (which may not be unreasonably withheld, conditioned or delayed in by the sole discretion of the Seller Stakeholders Representative).

Representation of Sellers and their Affiliates. Purchaser covenants and agrees, on its own behalf and on behalf of its Affiliates (including It is acknowledged by the Acquired Companies from and after Parties that the Closing), that, following the Closing, Ropes & Xxxx LLP may serve as counsel to Sellers and the Company have retained Xxxxx Xxxxxx & Xxxxxx LLP (the “Firm”) to act as their Affiliates counsel in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Acquired Companies by Ropes & Xxxx LLP prior to the Closing. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), Buyer hereby irrevocably: (a) waives any claim any of them have or may have that Ropes & Xxxx LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Purchaser or its Affiliates (including Buyer and the Acquired Companies) Company on the one hand, and Sellers or any of their Affiliates, Seller on the other hand, Ropes & Xxxx LLP in connection with the negotiation, preparation, execution or delivery of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, the Firm, or its successor, may represent the Sellers or any of their Affiliates in such dispute, dispute even though the interests of such Person(s) the Sellers may be directly adverse to Purchaser or its Affiliates (including the Acquired Companies) Company, and even though Ropes & Xxxx LLP the Firm may have represented the Acquired Companies Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), also Buyer further covenants and agrees that, as to all pre-Closing communications between Ropes & Xxxx LLP among the Firm or its successor, the Sellers and/or the Company and any of the Acquired Companies, Sellers their respective Affiliates or Sellers’ Affiliates and representatives, Representatives that relate primarily to the transactions contemplated by this Agreement (including the negotiation, execution preparation, execution, delivery and closing under, or performance of any dispute or proceeding arising under or in connection with, this Agreement or Agreement) which, immediately prior to the transactions contemplated herebyClosing, would be protected by the attorney-client communication and/or work product doctrine (“Privileged Communications”), shall continue after the Closing to be protected by the attorney-client privilege and the expectation of client confidence belongs work product doctrine and shall belong to and be controlled solely by the Sellers and may be waived by the Sellers; provided that the foregoing shall be controlled by Sellers and will not pass extend to or be claimed by Purchaser or its Affiliates (including the Acquired Companies from and after the Closing). In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Xxxx LLP related i) any communication to the negotiationextent not involving this Agreement, execution the other Transaction Documents or performance the consummation of this Agreement or the transactions contemplated hereby will continue to be property of or thereby or (and be controlled byii) Sellersany dispute that arises between Buyer, and none of Purchaser the Company or any of its Affiliates (including their respective Affiliates, on the Acquired Companies from and after the Closing) will retain any copies of such records or have or seek any access to them. Notwithstanding the foregoingone hand, in the event that after the Closing a dispute arises between Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing) and a third party other than Sellers (or any Affiliate of the Sellers), then Purchaser or any of its Affiliates (including on the Acquired Companies from and after the Closing) may assert other hand. The Privileged Communications shall not lose their status as protected by the attorney-client privilege communication and/or work product doctrine and belonging to prevent disclosure and controlled by the Sellers solely by reason of confidential communications by Ropes & Xxxx LLP Buyer and the Company and their respective successors and assigns having access to such third partydocuments and communications after Closing if such documents and communications were in the Company’s possession immediately prior to Closing. After Closing, none of Buyer, the Company or any Person acting or purporting to act on behalf of or through Buyer or the Company shall intentionally access, or request from the Firm or the Sellers, the Privileged Communications; providedprovided that none of Buyer, however, that Purchaser and the Company or any of its their respective Affiliates (including shall be required to return, destroy or delete any such communications or other files or materials that have been saved in accordance with ordinary document retention or data back-up policies. Following the Acquired Companies from Closing, the Sellers shall be permitted to use the Privileged Communications with respect to any claim in connection with the defense of any claim by Buyer, subject to applicable Law and rules of evidence. Other than as explicitly set forth in this Section 10.17, the Parties acknowledge that any attorney-client privilege or work product or other privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not the Sellers, after the Closing) may not waive such privilege without the prior written consent of the Seller Representative (which may be withheld, conditioned or delayed in the sole discretion of the Seller Representative).