Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or ...
Provision Respecting Legal Representation. (a) Each of the Parties acknowledges that Xxxxx Xxxxx L.L.P. has represented Parent prior to the Closing in connection with this Agreement and the transactions contemplated hereby, as well as prior transactions involving Parent. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between Parent and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any Proceeding arising under or in connection with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to any Party or its Other Parties, shall continue after the Closing to be a privileged communication between Parent and its counsel or attorney work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to such Party or its Other Parties and not to Parent or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of Parent with respect to the related privilege.
(b) Each of the Parties acknowledges that Akin Gump Xxxxxxx Xxxxx & Xxxx LLP has represented the GP Conflicts Committee prior to the Closing in connection with this Agreement and the transactions contemplated hereby, as well as prior transactions involving the GP Conflicts Committee. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the GP Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any Proceeding arising under or in connection with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to any Party or its Other Parties, shall continue after the Closing to be a privileged communication between the GP Conflicts Committee and its counsel or attorney work...
Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Weil, Gotshal & Xxxxxx LLP may serve as counsel to each and any Stockholder and their respective Affiliates (individually and collectively, the “Stockholder Group”), on the one hand, and the Company and the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Weil, Gotshal & Xxxxxx LLP (or any successor) may serve as counsel to the Stockholder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.
Provision Respecting Legal Representation. Each Party agrees, on its own behalf and on behalf of its Affiliates, that Xxxxx Xxxxx L.L.P., Xxxxx & Xxxxxxx LLP, Xxxxx & Xxxx RLLP, Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxx Day and Xxxxxxxx Xxxxxxx LLP may serve as counsel to Seller and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that, following consummation of the transactions contemplated hereby and thereby, Xxxxx Xxxxx L.L.P., Xxxxx & Xxxxxxx LLP, Xxxxx & Xxxx RLLP, Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxx Day and Xxxxxxxx Xxxxxxx LLP (or any successors) may serve as counsel to Seller or any Affiliate or representative of Seller, in connection with any Action or obligation arising out of or relating to the transactions contemplated hereby and thereby notwithstanding such prior representation of the Company, and each Party consents thereto and waives any conflict of interest arising therefrom.
Provision Respecting Legal Representation. The Investor hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and affiliates, that Sidley Austin LLP (“Sidley”) has served as counsel to the Company (and not the Investor or any of its directors, members, partners, officers, employees or affiliates) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. By purchasing Securities pursuant to this Agreement, the Investor irrevocably waives any conflict of interest arising from such representation of the Company, even though the interests of the Investor may be directly adverse to the Company and even though Sidley may be handling ongoing unrelated matters for the Investor. The Investor also hereby agrees that, following consummation of the transactions contemplated hereby, Sidley (or any successor) may serve as counsel to the Company in connection with any amendment, modification, waiver or consent under or in respect of this Agreement, and the Investor hereby irrevocably consents thereto and irrevocably waives any conflict of interest arising therefrom, and the Investor shall cause its affiliates to irrevocably consent to waive any conflict of interest arising from such representation, even though the interests of the Investor may be directly adverse to the Company, and even though Sidley may be handling ongoing unrelated matters for the Investor; provided, however, that, if the Investor is a client of Sidley, Sidley shall not represent the Company in connection with any action, suit or legal proceeding in which the Company is adverse to the Investor.
Provision Respecting Legal Representation. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxx Xxxxxxxx LLP may serve as counsel to Seller, on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated by the Transaction Documents, Xxxx Xxxxxxxx LLP (or any successor) may serve as counsel to Seller or any director, member, partner, officer, employee or any Affiliate of Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company and each of the Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.
Provision Respecting Legal Representation. It is acknowledged by each of the parties hereto that the Company and Seller have retained Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP (collectively, “K&E”)) to act as their counsel in connection with the transactions contemplated hereby and that K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of K&E for conflict of interest or any other purposes as a result thereof. Purchaser, Seller and the Company and their respective Subsidiaries hereby agree, on their own behalf and on behalf of their respective directors, equityholders, members, partners, officers, employees and affiliates, that, in the event that a dispute arises after the Closing between Purchaser, the Company and/or its Subsidiaries on the one hand, and Seller, on the other hand, K&E may represent Seller in such dispute even though the interests of Seller may be directly adverse to Purchaser, the Company or its Subsidiaries, and even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or any of their Subsidiaries. The parties hereto further agree to the matters set forth in Section 9.17 of the Company Disclosure Schedule.
Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Hunton Xxxxxxx Xxxxx LLP (“Hunton”) is serving as counsel to the Company Members, Sellers and Xxxx, and may serve as counsel to each and any of the Companies, Sellers or Xxxx, and each of their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the New Holding Partnership, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Hunton (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group (which will no longer include the New Holding Partnership), in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between any of the Seller Group and their Affiliates that pertain directly to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Seller Group and their Affiliates (and not the New Holding Partnership). Without limiting the generality of the foregoing, upon and after the Closing, (a) any of the Seller Group and their Affiliates (and not the New Holding Partnership) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the New Holding Partnership shall not be a holder thereof, (b) to the extent that files of Hunton in respect of such engagement constitute property of the client, only the applicable Seller Groups and their Affiliates (and not the New Holding Partnership) shall hold such property rights, and (c) Hunton shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the New Holding Partnership by reason of ...
Provision Respecting Legal Representation. Section 4.1. Each Noteholder hereby acknowledges that Sidley Austin LLP has served as counsel to the Company in connection with the negotiation, preparation, execution and delivery of this Second Amendment and the consummation of the transactions contemplated hereby.
Provision Respecting Legal Representation. (a) Each of Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and affiliates, that Gusrae Kxxxxx Nxxxxxx PLLC may serve as counsel to Manorhaven, each of the Seller and their respective affiliates (individually and collectively, the “Seller Group”), on the one hand, and Purchaser, on the other hand, in connection with negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby.
