Legal Representation Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), acknowledges and agrees that Squire Xxxxxx Xxxxx (US) LLP (“SPB”) may have acted as counsel for Compass Diversified Holdings (“CDH”), Sellers’ Representative, the Company and/or their respective Affiliates in certain matters for several years and that, from and after the Closing, CDH and Sellers’ Representative reasonably anticipate that SPB will continue to represent them and/or such other parties (other than the Company and its Subsidiaries) in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), expressly: (a) consents to SPB’s representation of CDH and Sellers’ Representative and/or their Affiliates (excluding the Company and its Subsidiaries) in any post-Closing matter arising out of this Agreement and the transactions contemplated hereby in which the interests of Buyer, the Company or any of its Subsidiaries, on the one hand, and CDH and Sellers’ Representative or their Affiliates, on the other hand, are adverse; and (b) in connection with such representation, consents to the disclosure by SPB to CDH and Sellers’ Representative or their Affiliates of any information learned by SPB in the course of its representation of CDH, Sellers’ Representative, the Company or their respective Affiliates prior to the Closing. Furthermore, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of CDH or Sellers’ Representative and/or their Affiliates by SPB in the transactions contemplated hereby prior to the Closing, to the extent that such information or documentation was privileged as to CDH or Sellers’ Representative and/or their Affiliates. Upon and after the Closing, the Company and its Subsidiaries shall cease to have any attorney-client relationship with SPB, unless and to the extent SPB is specifically engaged in writing by the Company or any of its Subsidiaries to represent such Person after the Closing and such engagement either (i) involves no conflict of interest with respect to CDH or Sellers’ Representative and/or their Affiliates or (ii) CDH and Sellers’ Representative and/or their Affiliates, as applicable, consents in writing at the time to such engagement. Any such representation by SPB after the Closing shall not affect the foregoing provisions hereof.
Mutual Representations Each party hereby represents and warrants to the other party as follows: