Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) has acted as counsel for the Stockholders, the Target (prior to and including the Effective Time) and the Stockholders’ Agent (collectively, the “Target Parties”) in connection with this Agreement and the transactions contemplated hereby (the “Engagement”) and, in that connection, not as counsel for any other person, including, without limitation, Acquiror or any of its Affiliates (including the Surviving Corporation). Only the Target Parties shall be considered clients of WSGR in the Engagement. If the Stockholders’ Agent so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders or the Stockholders’ Agent after the Closing in connection with any matter related to the matters contemplated by this Agreement, any agreement ancillary thereto or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the Stockholders’ Agent, in any of the foregoing cases including, without limitation, in any dispute, litigation or other adversary proceeding against, with or involving Acquiror, the Surviving Corporation or any of their agents or Affiliates.

Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxx, P.C. (“WSGR”) has acted as counsel for the Stockholders, the Target (prior to and including the Effective Time) and the Stockholders’ Agent (collectively, the “Target Parties”) Company in connection with the sale of the Company, including the process by which the Company solicited, discussed and negotiated strategic alternatives prior to the date hereof, this Agreement and the other agreements referenced herein or therein and the transactions contemplated hereby and thereby (the “Merger Engagement”) and, in that connection, not as counsel for any other personPerson, including, without limitation, including Acquiror or any of its Affiliates (including the Surviving Corporation)Affiliates. Only the Target Parties Company shall be considered clients a client of WSGR in the Merger Engagement. If Notwithstanding anything contained herein to the Stockholders’ Agent contrary, if the Securityholder Representative or any Company Securityholder so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders or the Stockholders’ Agent Securityholder Representative and/or any Company Securityholder (each, a “Company Party”) after the Closing in connection with any matter related to the matters contemplated by this Agreement, Agreement or any agreement ancillary thereto other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the Stockholders’ Agentany Company Party, in any of the foregoing cases including, without limitation, including in any dispute, litigation or other adversary proceeding against, with or involving Acquiror, the Surviving Corporation or any of their its agents or Affiliates.

Waiver of Conflicts Regarding Representation. (a) Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Rxxxxx, P.C. (“WSGR”) has acted as counsel for the StockholdersCompany in connection with the sale of the Company, including the Target (process by which the Company solicited, discussed and negotiated strategic alternatives prior to and including the Effective Time) date hereof, this Agreement and the Stockholders’ Agent other agreements referenced herein or therein and the Transactions (collectively, the “Target Parties”) in connection with this Agreement and the transactions contemplated hereby (the “Sale Engagement”) and, in that connection, not as counsel for any other personPerson, including, without limitation, Acquiror including the Purchaser or any of its Affiliates (including the Surviving Corporation)Affiliates. Only the Target Parties Company shall be considered clients a client of WSGR in the Sale Engagement. If Notwithstanding anything contained herein to the Stockholderscontrary, if any Seller (or the Sellers’ Agent Representative) so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders Seller or the Stockholders’ Agent Seller’s Representative (each, a “Seller Party”) after the Closing in connection with any matter related to the matters contemplated by this Agreement, Agreement or any agreement ancillary thereto other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the Stockholders’ Agentany Seller Party, in any of the foregoing cases including, without limitation, including in any dispute, litigation or other adversary proceeding against, with or involving Acquirorthe Purchaser, the Surviving Corporation or any of their its agents or Affiliates.

Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxx, P.C. (“WSGR”) has acted as counsel for the Stockholders, the Target (prior to and including the Effective Time) and the Stockholders’ Agent (collectively, the “Target Parties”) Company in connection with this Agreement any other agreements referenced herein or therein and the transactions contemplated hereby and thereby (the “Merger Engagement”) and, in that connection, not as counsel for any other personPerson, including, without limitation, Acquiror including Acquirer or any of its Affiliates (including the Surviving Corporation)Affiliates. Only the Target Parties Company shall be considered clients a client of WSGR in the Merger Engagement. If Notwithstanding anything contained herein to the Stockholders’ Agent contrary, if the Securityholder Representative so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders or the Stockholders’ Agent Securityholder Representative, any Company Noteholders, holders of Company Capital Stock, and/or Management Carve-out Participants (each, a “Company Party”) after the Closing in connection with any matter related to the matters contemplated by this Agreement, Agreement or any agreement ancillary thereto other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the Stockholders’ AgentSecurityholder Representative and/or any Company Party, in any of the foregoing cases including, without limitation, including in any dispute, litigation or other adversary proceeding against, with or involving AcquirorAcquirer, the Surviving Corporation or any of their its agents or Affiliates.

Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxx, P.C. (“WSGR”) has acted as counsel for the Stockholders, the Target (prior to and including the Effective Time) and the Stockholders’ Agent (collectively, the “Target Parties”) Company in connection with this Agreement and the other agreements referenced herein or therein and the transactions contemplated hereby and thereby (the “Merger Engagement”) and, in that connection, not as counsel for any other personPerson, including, without limitation, Acquiror including Parent or any of its Affiliates (including the Surviving Corporation)Affiliates. Only the Target Parties Company shall be considered clients a client of WSGR in the Merger Engagement. If Notwithstanding anything contained herein to the Stockholderscontrary, if the Securityholders’ Agent Representative so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders Securityholders’ Representative or the Stockholders’ Agent any Company Securityholder (each, a “Company Party”) after the Closing in connection with any matter related to the matters contemplated by this Agreement, Agreement or any agreement ancillary thereto other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the StockholdersSecurityholders’ AgentRepresentative and/or any Company Party, in any of the foregoing cases including, without limitation, including in any dispute, litigation or other adversary proceeding against, with or involving AcquirorParent, the Surviving Corporation or any of their its agents or Affiliates.