Common use of Continuing Representation Clause in Contracts

Continuing Representation. The parties acknowledge and agree that prior to the Closing, McAfee & ▇▇▇▇ A Professional Corporation (“Sellers’ Counsel”) has represented Sellers and the Company. Sellers’ Counsel (or any successor) may serve as counsel to Sellers or any director, member, partner, officer, employee, or Affiliate of any 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 representation or any continued 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 that it controls to consent to waive any conflict of interest arising from such representation. Without limiting the generality of the foregoing, if subsequent to the Closing any dispute arises relating in any manner to this Agreement or any other agreement between a Seller or Sellers on one hand and Buyer or its Affiliates (including the Company) on the other hand, relating in any manner to this Agreement or any of the transactions contemplated herein (a “Dispute”), Buyer hereby consents to Sellers’ Counsel’s representation of such Seller or Sellers in such Dispute. As to any privileged attorney client communications between Sellers’ Counsel and any Seller or any officer, director, manager, or partner of any Seller or the Company prior to the Closing Date relating exclusively to the transactions contemplated hereby (collectively, the “Privileged Communication”), Buyer and the Company together with any of their respective Affiliates, subsidiaries, successors, or assigns, agree that such Privileged Communication shall be retained by and shall be controlled by Sellers.

Continuing Representation. The parties acknowledge Buyer hereby agrees, on its own behalf and agree that prior to on behalf of the Acquired Companies following the Closing, and their Affiliates and current and future directors, managers, equity holders, members, partners, officers and employees and each of their successors and assigns (all such Persons, the “Waiving Parties”), that McAfee & ▇▇▇▇ A Professional Corporation (“Sellers’ CounselM&T”) has represented Sellers and the Company. Sellers’ Counsel (or any successorof its successors) may serve as counsel to Sellers represent the Restricted Parties, or any directorof their respective, memberdirect or indirect, partnerdirectors, officermanagers, employeemembers, partners, officers, employees, equity holders, or Affiliate of any SellerAffiliates, in connection with any dispute, litigation, claim, Proceeding, or obligation arising out of or relating to this Agreement or Agreement, any agreement entered into in connection with the transactions contemplated by this Agreement Transactions notwithstanding such its representation (or any continued representation representation) of the CompanyAcquired Companies, and each Buyer on behalf of itself and the parties hereto Waiving Parties hereby consents thereto to such representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom, and each of such parties shall cause any Affiliate that it controls or relating to consent to waive any conflict of interest arising from such representation, acknowledges that the foregoing provision applies whether or not M&T provides legal services to the Restricted Parties or any of their Affiliates after the Closing Date. Without limiting Buyer, for itself and the generality Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among M&T, the Acquired Companies, the Restricted Parties, and/or any director, officer, manager, member, employee, representative, or Affiliate of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Agreement, the Transactions, or any matter relating to any of the foregoing, if subsequent as between the Buyer Parties and the Restricted Parties, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the Closing any dispute arises relating in any manner Restricted Parties, and shall be exclusively controlled thereby and shall not pass to this Agreement or be claimed by Buyer or any other agreement between a Seller or Sellers on one hand Acquired Company, and from and after the Closing, none of Buyer or its Affiliates (including the Company) on the other hand, relating in any manner to this Agreement or any of the transactions contemplated herein (a “Dispute”)Waiving Parties will seek to obtain the same by any process; provided, Buyer hereby consents to Sellers’ Counsel’s representation of such Seller or Sellers in such Dispute. As however, that the foregoing shall not apply to any privileged attorney client communications matters as between Sellers’ Counsel the Buyer Parties and any Seller or any officer, director, manager, or partner of any Seller or the Company prior to the Closing Date relating exclusively to the transactions contemplated hereby (collectively, the “Privileged Communication”), Buyer and the Company together with any of their respective Affiliates, subsidiaries, successors, or assigns, agree that such Privileged Communication shall be retained by and shall be controlled by Sellersthird party.

Continuing Representation. The parties acknowledge Purchaser agrees, on its own behalf and agree that prior to on behalf of the Purchaser Indemnitees, that, following the Closing, McAfee & ▇▇▇▇▇▇▇▇ A Professional Corporation (“Sellers’ Counsel”) has represented Sellers and the Company. Sellers’ Counsel (& Worcester LLP or any successorsuccessor firm (collectively, “S&W”) may serve as counsel to the Sellers’ Representative and the Sellers or any director, member, partner, officer, employee, or Affiliate of any Seller, in connection with any matters related to this Agreement and the Contemplated Transactions, including any litigation, claim, claim or obligation arising out of or relating to this Agreement or the transactions contemplated Contemplated Transactions notwithstanding any representation by this Agreement notwithstanding such representation or any continued 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 that it controls to consent to waive any conflict of interest arising from such representation. Without limiting the generality of the foregoing, if subsequent to the Closing any dispute arises relating in any manner to this Agreement or any other agreement between a Seller or Sellers on one hand and Buyer or its Affiliates (including the Company) on the other hand, relating in any manner to this Agreement or any of the transactions contemplated herein (a “Dispute”), Buyer hereby consents to Sellers’ Counsel’s representation of such Seller or Sellers in such Dispute. As to any privileged attorney client communications between Sellers’ Counsel and any Seller or any officer, director, manager, or partner of any Seller or the Company S&W prior to the Closing Date relating exclusively to of the transactions contemplated hereby (collectivelyCompany and/or any of its Subsidiaries. Purchaser, after consultation with its counsel regarding the “Privileged Communication”)implications and risks of the following waiver and acknowledgment, Buyer and the Company together with (on behalf of itself and their Subsidiaries and Affiliates) hereby (a) waive any claim they have or may have that S&W has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Purchaser, Parent, their Affiliates, the Company or any of its Subsidiaries and the Seller Representative or any Sellers, S&W may represent the Seller Representative or any Seller in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser, Parent, their Affiliates, the Company or any of its Subsidiaries and even though S&W may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Purchaser and the Company (on behalf of itself and its Subsidiaries and Affiliates) also further agree that, as to all communications among S&W and the Company, its Subsidiaries, and the Sellers and their representatives, that relate to the Contemplated Transactions, the attorney-client privilege and the expectation of client confidence belongs to the Seller Representative and may be controlled by the Seller Representative and will not pass to or be claimed by Purchaser, Parent, the Company or any of their respective Subsidiaries or Affiliates. In addition, subsidiaries, successors, or assigns, agree that such Privileged Communication shall all of the client files and records in the possession of S&W related to this Agreement and the Contemplated Transactions will continue to be retained by property of (and shall be controlled by) the Seller Representative and none of the Company or its Subsidiaries will retain any copies of such records or have any access to them. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, Parent, the Company or any of their Subsidiaries or Affiliates and a third party other than a party to this Agreement after the Closing, the Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by SellersS&W to such third party.