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

Representation of Sellers and their Affiliates. Buyer agrees that, following the Closing, Bass, Xxxxx & Xxxx 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 or any related agreement, certificate or other document delivered in connection herewith and the transactions contemplated hereby and thereby (the “Transaction Matters”), 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 hereby or thereby notwithstanding any representation by Bass, Xxxxx & Xxxx PLC prior to the Closing Date of the Company (the “Pre-Closing Representation”). Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, the Company) hereby (i) waives any claim they have or may have that Bass, Xxxxx & Xxxx PLC has a conflict of interest or is otherwise prohibited from engaging in such representation by virtue of the Pre-Closing Representation and (ii) agrees that, in the event that a dispute arises after the Closing with respect to the Transaction Matters between Buyer, the Company and Sellers or any of their Affiliates, Bass, Xxxxx & Xxxx PLC may represent Sellers or any of their Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Bass, Xxxxx & Xxxx PLC may have represented the Company in Transaction Matters prior to the Closing. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, the Company) also further agrees that, as to all communications among Bass, Xxxxx & Xxxx PLC and the Company and Sellers or their Affiliates and representatives, that relate in any way to the Transaction Matters, the attorney-client privilege and the expectation of client confidence belongs to Sellers and may be controlled by Sellers and will not pass to or be claimed by Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, 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 Bass, Xxxxx & Xxxx PLC to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of Sellers.

Representation of Sellers and their Affiliates. Buyer agrees Parent will permit, on its own behalf and on behalf of its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing), that, following the Closing, Bass, Xxxxx Ropes & Xxxx PLC LLP may serve as counsel to Sellers the Stakeholder Representative or Stakeholders and their respective 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 hereby and thereby (the “Transaction Matters”)hereby, including any litigation, claim or obligation dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or any related agreement, certificate or other document delivered in connection herewith or the transactions contemplated hereby or thereby hereby, notwithstanding any representation of the Company and any of its Subsidiaries by Bass, Xxxxx Ropes & Xxxx PLC LLP prior to the Closing Date of Closing, but only under the Company (the “Pre-Closing Representation”)circumstances set forth in this Section 12.15. Buyer (Parent, on its own behalf and on behalf of itself its Subsidiaries (including the Surviving Corporation and its Subsidiaries, including, following Subsidiaries from and after the Closing), the Company) hereby hereby: (ia) waives any claim they any of them have or may have that Bass, Xxxxx Ropes & Xxxx PLC LLP 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 representation, and (iib) agrees that, in the event that a dispute (including litigation) arises after the Closing with respect to between Parent or its Subsidiaries (including the Transaction Matters between BuyerSurviving Corporation and any of its Subsidiaries) on the one hand, the Company and Sellers Parent or any of their Affiliates, Basson the other hand, Xxxxx Ropes & Xxxx PLC LLP may represent Sellers the Stakeholder Representative or Stakeholders or any of their Affiliates in such dispute dispute, even though the interests of such Person(s) may be directly adverse to Buyer Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries); provided, however, Ropes & Xxxx LLP may not use any confidential or privileged information (or work-product) of the Company or its Subsidiaries in such representation, other than any confidential or privileged information acquired solely through its representation of Xxxx Capital, LP and even though Bassits officers, Xxxxx & Xxxx PLC may have represented directors, employees, managers, members, agents, Affiliates (other than the Company in Transaction Matters prior to or its Subsidiaries) and representatives, so long as such disclosure does not violate or waive the Closingconfidential or privileged information of the Company. Buyer (Parent, on its own behalf and on behalf of itself its Subsidiaries (including the Surviving Corporation and its Subsidiaries from and after the Closing), also further covenants and agrees that, solely as to the content of any communications between Ropes & Xxxx LLP and any of the Company, its Subsidiaries, includingStakeholder Representative, following the Closing, the Company) also further agrees that, as to all communications among Bass, Xxxxx & Xxxx PLC and the Company and Sellers Stakeholders or their Stakeholders’ Affiliates and representativesrepresentatives prior to Closing, that relate in any way only to this Agreement, the Transaction Mattersnegotiation, execution or performance of this Agreement or the transactions contemplated hereby (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 may shall be controlled by Sellers the Stakeholders Representative and will not pass to or be claimed by Buyer Parent or its Subsidiaries (including the 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 Companytransactions contemplated hereby for the period prior to Closing (but expressly excluding the underlying business or operations of the Company or its Subsidiaries) will be property of the Stakeholder and controlled by the Stakeholders Representative, and none of Parent or any of its respective Subsidiaries (including the 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 them 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 Buyer, Parent or any of its Affiliates (including the Company Surviving Corporation or any of its Subsidiaries from and after the Closing) and a third party other than a party to this Agreement the Stakeholders (or any Affiliate of the Stakeholders), then Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries from and after the Closing, the Company ) may assert the attorney-client privilege to prevent disclosure of confidential communications by Bass, Xxxxx the Stakeholders or Ropes & Xxxx PLC LLP to such third party; provided, however, that Parent and any of its Subsidiaries (including the Company 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 Sellersthe Stakeholders (which may not be unreasonably withheld, conditioned or delayed by the Stakeholders Representative).

Representation of Sellers and their Affiliates. Buyer agrees 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, Bass, Xxxxx Ropes & Xxxx PLC LLP 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 hereby and thereby (the “Transaction Matters”)hereby, including any litigation, claim or obligation dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or any related agreement, certificate or other document delivered in connection herewith or the transactions contemplated hereby or thereby hereby, notwithstanding any representation of the Acquired Companies by Bass, Xxxxx Ropes & Xxxx PLC LLP prior to the Closing Date of the Company (the “Pre-Closing Representation”)Closing. Buyer (Purchaser, on its own behalf and on behalf of itself its Affiliates (including the Acquired Companies from and its Subsidiaries, including, following after the Closing), the Company) hereby irrevocably: (ia) waives any claim they any of them have or may have that Bass, Xxxxx Ropes & Xxxx PLC LLP 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 (iib) agrees that, in the event that a dispute (including litigation) arises after the Closing with respect to between Purchaser or its Affiliates (including the Transaction Matters between BuyerAcquired Companies) on the one hand, the Company and Sellers or any of their Affiliates, Basson the other hand, Xxxxx Ropes & Xxxx PLC LLP 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 Buyer Purchaser or its Affiliates (including the Company Acquired Companies) and even though Bass, Xxxxx Ropes & Xxxx PLC LLP may have represented the Company Acquired Companies in Transaction Matters prior a matter substantially related to the Closingsuch dispute. Buyer (Purchaser, on its own behalf and on behalf of itself its Affiliates (including the Acquired Companies from and its Subsidiaries, including, following after the Closing), the Company) also further covenants and agrees that, as to all communications among Bass, Xxxxx between Ropes & Xxxx PLC LLP and any of the Company and Acquired Companies, Sellers or their Sellers’ Affiliates and representatives, that relate in any way primarily to the Transaction Mattersnegotiation, 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 may shall be controlled by Sellers and will not pass to or be claimed by Buyer 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 Companytransactions 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 Buyer, Purchaser or any of its Affiliates (including the Company Acquired Companies from and after the Closing) and a third party other than a party to this Agreement Sellers (or any Affiliate of Sellers), then Purchaser or any of its Affiliates (including the Acquired Companies from and after the Closing, the Company ) may assert the attorney-client privilege to prevent disclosure of confidential communications by Bass, Xxxxx Ropes & Xxxx PLC LLP to such third party; provided, however, that Purchaser and any of its Affiliates (including the Company Acquired Companies from and after the Closing) may not waive such privilege without the prior written consent of Sellersthe Seller Representative (which may be withheld, conditioned or delayed in the sole discretion of the Seller Representative).

Representation of Sellers and their Affiliates. Buyer agrees thatagrees, 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 controlling Affiliate) has the status of a Holland & Knight LLP client for conflict of interest or any other purpose as a result thereof, and (c) following the Closing, Bass, Xxxxx Holland & Xxxx PLC Knight LLP may serve as counsel to Sellers any Seller and their its 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 hereby and thereby (the “Transaction Matters”)hereby, 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 hereby or thereby by this Agreement notwithstanding any representation by Bass, Xxxxx Holland & Xxxx PLC Knight LLP prior to the Closing Date of the Company (the “Pre-Closing Representation”)Company. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, including the Company) hereby (i) waives irrevocably waive any claim they have or may have that Bass, Xxxxx Holland & Xxxx PLC Knight LLP has a conflict of interest or is otherwise prohibited from engaging in such representation by virtue of the Pre-Closing Representation and (ii) agrees agree that, in the event that a dispute arises after the Closing with respect to the Transaction Matters between Buyer, Buyer or the Company and Sellers any Seller or any of their its Affiliates, Bass, Xxxxx Holland & Xxxx PLC Knight LLP may represent Sellers such Seller or any of their 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 Bass, Xxxxx Holland & Xxxx PLC Knight LLP may have represented the Company or other Persons in Transaction Matters prior a matter substantially related to such dispute and may be handling other ongoing matters for a Buyer Related Party, the ClosingCompany, or any of their respective Subsidiaries. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, including the Company) also further agrees agree that, as to all communications among BassHolland & Knight LLP, Xxxxx & Xxxx PLC on the one hand, and the Company Company, and Sellers each Seller or their any Seller’s Affiliates and representatives, on the other hand, that relate in any way to the Transaction Mattersthis Agreement, the attorney-negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, the attorney client privilege and the expectation of client confidence belongs to Sellers such Seller and may be controlled by Sellers such Seller and will not pass to or be claimed by Buyer or the Company. In addition, all of the client files and records in the possession of Holland & 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) such Seller and the Company will not retain any copies of such records or have 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 a dispute arises between Buyer, Buyer or the Company and a third party other than a party to this Agreement (or an Affiliate thereof) after the Closing, the Company may assert the attorney-attorney client privilege to prevent disclosure of confidential communications by Bass, Xxxxx Holland & Xxxx PLC Knight LLP to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of Sellersthe Seller Representative.

Representation of Sellers and their Affiliates. Buyer agrees that, following It is acknowledged by the Closing, Bass, Xxxxx & Xxxx PLC may serve as counsel to Parties that the Sellers and the Company have retained Xxxxx Xxxxxx & Xxxxxx LLP (the “Firm”) to act as their Affiliates (for the avoidance of doubt, other than the Company) counsel 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 hereby and thereby (the “Transaction Matters”), 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 hereby or thereby notwithstanding any representation by Bass, Xxxxx & Xxxx PLC prior to the Closing Date of the Company (the “Pre-Closing Representation”)hereby. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, the Company) hereby (i) waives any claim they have or may have that Bass, Xxxxx & Xxxx PLC has a conflict of interest or is otherwise prohibited from engaging in such representation by virtue of the Pre-Closing Representation and (ii) agrees that, in the event that a dispute arises after the Closing between Buyer and the Company on the one hand, and any Seller on the other hand, in connection with respect to the negotiation, preparation, execution or delivery of this Agreement or the other Transaction Matters between BuyerDocuments, or the consummation of the transactions contemplated hereby or thereby, the Company and Sellers Firm, or any of their Affiliatesits successor, Bass, Xxxxx & Xxxx PLC may represent the Sellers or any of their Affiliates in such dispute even though the interests of such Person(s) the Sellers may be directly adverse to Buyer or the Company Company, and even though Bass, Xxxxx & Xxxx PLC the Firm may have represented the Company in Transaction Matters prior a matter substantially related to such dispute, or may be handling ongoing matters for the ClosingCompany. Buyer (on behalf of itself and its Subsidiaries, including, following the Closing, the Company) also further agrees that, as to all pre-Closing communications among Bassthe Firm or its successor, Xxxxx & Xxxx PLC and the Sellers and/or the Company and Sellers their respective Affiliates or their Affiliates and representatives, Representatives that relate in any way to the Transaction Matterstransactions contemplated by this Agreement (including the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement) which, immediately prior to the Closing, 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 controlled waived by Sellers and will the Sellers; provided that the foregoing shall not pass extend to or be claimed by Buyer (i) any communication to the extent not involving this Agreement, the other Transaction Documents or the Company. Notwithstanding consummation of the foregoing, in the event transactions contemplated hereby or thereby or (ii) any dispute that a dispute arises between Buyer, the Company or any of their respective Affiliates, on the one hand, and a third party other than a party the Sellers, on the other hand. The Privileged Communications shall not lose their status as protected by the attorney-client communication and/or work product doctrine and belonging to this Agreement and controlled by the Sellers solely by reason of Buyer and the Company and their respective successors and assigns having access to such documents 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; provided that none of Buyer, the Company or any of their respective Affiliates 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 Closing, the Company may assert 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 to prevent disclosure or work product or other privilege attaching as a result of confidential communications by Bass, Xxxxx & Xxxx PLC to such third party; provided, however, that legal counsel representing the Company may prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not waive such privilege without the prior written consent of Sellers, after the Closing.