Common use of Retention of Advisors Clause in Contracts

Retention of Advisors. Buyer and Sellers acknowledge and agree that Xxxxx Xxxxx has represented Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the 738336390 transactions contemplated hereby and thereby, and that Sellers, the Companies and their respective Associated Persons (the “Seller Group Members”) have a reasonable expectation that Xxxxx Xxxxx will represent them in connection with any claim or Action involving any Seller Group Member, on the one hand, and Buyer or any of its Associated Persons (the “Buyer Group Members”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and thereby. Buyer hereby, on behalf of itself and the other Buyer Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of (i) any adversity between the interests of any Seller Group Member, on the one hand, and Buyer and the Companies, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx and the Companies and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies prior to Closing.

Retention of Advisors. Buyer and Sellers The Parties acknowledge and agree that Xxxxx Xxxxx and Bán, X. Xxxxx, Xxxxxx & Partners (each, an “Advisor”) has represented Sellers the Company Stockholder and the Companies Company in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the 738336390 transactions contemplated hereby and therebyby this Agreement, and that Sellersthe Company Stockholder, the Companies Company and their respective Associated Persons (the each, a “Seller Company Group MembersMember”) have a reasonable expectation that Xxxxx Xxxxx Advisors will represent them in connection with any claim or Action involving any Seller Company Group Member, on the one hand, and Buyer Parent or any of its Associated Persons (the each, a “Buyer Parent Group MembersMember”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and therebyby this Agreement. Buyer Parent hereby, on behalf of itself and the other Buyer Parent Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of of: (i) any adversity between the interests of any Seller Company Group Member, on the one hand, and Buyer Parent and the CompaniesCompany Group, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx an Advisor and any of the Companies Company Group and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies Company Group prior to Closing.

Retention of Advisors. Buyer and Sellers acknowledge and agree that Xxxxx Mxxxx Xxxxx has represented Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the 738336390 transactions contemplated hereby and thereby, and that Sellers, the Companies and their respective Associated Persons (the “Seller Sellers’ Group Members”) have a reasonable expectation that Xxxxx Mxxxx Xxxxx will represent them in connection with any claim or Action involving any Seller Group Member, on the one hand, and Buyer or any of its Associated Persons (the “Buyer Group Members”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and thereby. Buyer hereby, on behalf of itself and the other Buyer Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of of: (i) any adversity between the interests of any Seller Group Member, on the one hand, and Buyer Buyer, the Companies and the CompaniesSubsidiaries, on the other hand, in any such matter; and/or or (ii) any communication between or among Xxxxx Mxxxx Xxxxx and the Companies Companies, the Subsidiaries and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies or the Subsidiaries prior to Closing.

Retention of Advisors. Buyer and Sellers The Parties acknowledge and agree that Xxxxx Xxxxx has represented Sellers the Company Equityholder and the Companies Company in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the 738336390 transactions contemplated hereby and therebyby this Agreement, and that Sellersthe Company Equityholder, the Companies Company and their respective Associated Persons (the each, a “Seller Company Group MembersMember”) have a reasonable expectation that Xxxxx Xxxxx will represent them in connection with any claim or Action involving any Seller Company Group Member, on the one hand, and Buyer Parent or any of its Associated Persons (the each, a “Buyer Parent Group MembersMember”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and therebyby this Agreement. Buyer Parent hereby, on behalf of itself and the other Buyer Parent Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of of: (i) any adversity between the interests of any Seller Company Group Member, on the one hand, and Buyer Parent and the CompaniesCompany Group, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx and any of the Companies Company Group and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies Company Group prior to Closing.