Common use of Additional Agreement Clause in Contracts

Additional Agreement. Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates that the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇ will represent the Company Securityholders, the Securityholders’ Representative and their respective affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund and any claims related thereto pursuant to this Agreement. Purchaser and the Company hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement 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. Each of the Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow)

Additional Agreement. Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates Affiliates, that prior to the Effective Time the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the “WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇Company Law Firm”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇ the Company Law Firm will represent the Company SecurityholdersEquityholders, the SecurityholdersEquityholders’ Representative and their respective affiliates Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Indemnity Escrow Fund and any claims related thereto pursuant to this Agreement. Purchaser Buyer and the Company Merger Sub hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) the Company Law Firm may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) The Company Law Firm may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or affiliate Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the Parties parties hereto hereby consents consents, solely for purposes of such post-Closing representation, thereto and waives any conflict of interest arising solely therefrom and each of such Parties parties shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising solely from such post-Closing representation. Each of the Parties parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow).

Additional Agreement. Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates subsidiaries that the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇Cooley”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇ Cooley will represent the Company SecurityholdersEquityholders, the Securityholders’ Representative and their respective affiliates Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, including matters related to the Escrow Fund Amount and any claims related thereto pursuant to this Agreement. Purchaser The Buyer and the Company hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇ Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇ Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or affiliate Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the Parties parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such Parties parties shall cause any affiliate subsidiaries thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow).

Additional Agreement. Each of the Parties parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates Affiliates that the Company is the currently a client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Procter, LLP (“▇▇▇▇▇▇▇ Procter”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇▇ Procter will represent the Company SecurityholdersIndemnifying Parties, the SecurityholdersStockholders’ Representative and their respective affiliates Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund Holdback Amount and any claims related thereto pursuant to this Agreement. Purchaser Parent and the Company hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇▇ Procter (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇▇ Procter (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or affiliate Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the Parties 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 representationtherefrom. Each of the Parties parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow).

Additional Agreement. Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates that the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (“WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇ will represent the Company Securityholders, the Securityholders’ Representative and their respective affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund and any claims related thereto pursuant to this Agreement. Purchaser and the Company hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇ (or any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement 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. Each of the Parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow).

Additional Agreement. Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and affiliates subsidiaries that the Company is the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“WSGR”) and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇Cooley”). After the Closing, it is possible that WSGR or ▇▇▇▇▇▇ Cooley will represent the Company SecurityholdersEquityholders, the Securityholders’ Representative and their respective affiliates Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund Amount and any claims related thereto pursuant to this Agreement. Purchaser The Buyer and the Company hereby agree that WSGR (or any successor) and ▇▇▇▇▇▇ Cooley (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. WSGR (or any successor) and ▇▇▇▇▇▇ Cooley (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee, representative, or affiliate Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the Parties parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such Parties parties shall cause any affiliate subsidiaries thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the Parties parties have consulted with counsel or been advised they should do so in connection with this waiver and consent. (signature pages follow).