Common use of Continuing Counsel Clause in Contracts

Continuing Counsel. Parent hereby acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) has acted as counsel to the Company prior to the transactions contemplated by this Agreement, as well as in connection with the transactions contemplated hereby, and that the form of the transaction as a Merger may result in Parent inheriting the attorney/client relationship and the rights pertaining thereto that currently exist between the Company and WSGR. Parent agrees that (a) it will not seek to disqualify WSGR from acting and continuing to act as counsel to the Securityholders’ Representative in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement, and (b) Parent agrees not to assert any attorney-client privilege with respect to communications between WSGR and any officer, securityholder, director or employee of the Company relating to the Merger and occurring prior to the Closing; provided that the foregoing shall not limit or otherwise affect the Surviving Corporation’s right to assert attorney-client privilege with respect to any such communication against any Person other than any officer, securityholder, director or employee of the Company.