Common use of Continuing Representation Clause in Contracts

Continuing Representation. Buyer hereby agrees, on its own behalf and 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 (“M&T”) (or any of its successors) may represent the Restricted Parties, or any of their respective, direct or indirect, directors, managers, members, partners, officers, employees, equity holders, or Affiliates, in connection with any dispute, litigation, claim, Proceeding, or obligation arising out of or relating to this Agreement, any agreement entered into in connection with the Transactions notwithstanding its representation (or any continued representation) of the Acquired Companies, and Buyer on behalf of itself and the Waiving Parties hereby consents to such representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising or relating to 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. Buyer, for itself and the 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, 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 Restricted Parties, and shall be exclusively controlled thereby and shall not pass to or be claimed by Buyer or any Acquired Company, and from and after the Closing, none of Buyer or any of the Waiving Parties will seek to obtain the same by any process; provided, however, that the foregoing shall not apply to any matters as between the Buyer Parties and any third party.

Continuing Representation. Buyer hereby agrees, on its own behalf The parties acknowledge and on behalf of the Acquired Companies following agree that prior to 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 (“M&TSellers’ Counsel”) has represented Sellers and the Company. Sellers’ Counsel (or any of its successorssuccessor) may represent the Restricted Partiesserve as counsel to Sellers or any director, member, partner, officer, employee, or Affiliate of any of their respective, direct or indirect, directors, managers, members, partners, officers, employees, equity holders, or AffiliatesSeller, in connection with any dispute, litigation, claim, Proceeding, or obligation arising out of or relating to this Agreement, any agreement entered into in connection with Agreement or the Transactions transactions contemplated by this Agreement notwithstanding its such representation (or any continued representation) representation of the Acquired CompaniesCompany, and Buyer on behalf each of itself and the Waiving Parties parties hereto hereby consents to such representation thereto and irrevocably waives (and will not assert) any conflict of interest or arising therefrom, and each of such parties shall cause any objection Affiliate that it controls to consent to waive any conflict of interest arising or relating to from such representation, acknowledges that . Without limiting 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. Buyer, for itself and the 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 generality of the foregoing, 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 if subsequent to the Restricted Parties, Closing any dispute arises relating in any manner to this Agreement or any other agreement between a Seller or Sellers on one hand and shall be exclusively controlled thereby and shall not pass to or be claimed by Buyer or its Affiliates (including the Company) on the other hand, relating in any Acquired Company, and from and after the Closing, none of Buyer manner to this Agreement or any of the Waiving Parties will seek transactions contemplated herein (a “Dispute”), Buyer hereby consents to obtain the same by any process; provided, however, that the foregoing shall not apply Sellers’ Counsel’s representation of such Seller or Sellers in such Dispute. As to any matters as privileged attorney client communications between the Buyer Parties Sellers’ Counsel and any third partySeller 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. Buyer hereby Purchaser agrees, on its own behalf and on behalf of the Acquired Companies Purchaser Indemnitees, that, 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 & Worcester LLP or any successor firm (collectively, “M&TS&W”) (or any of its successors) may represent serve as counsel to the Restricted Parties, or any of their respective, direct or indirect, directors, managers, members, partners, officers, employees, equity holders, or Affiliates, Sellers’ Representative and the Sellers in connection with any disputematters related to this Agreement and the Contemplated Transactions, including any litigation, claim, Proceeding, claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection with Agreement or the Contemplated Transactions notwithstanding its any representation (or any continued representation) by S&W prior to the Closing of the Acquired CompaniesCompany and/or any of its Subsidiaries. Purchaser, after consultation with its counsel regarding the implications and risks of the following waiver and acknowledgment, and Buyer the Company (on behalf of itself and the Waiving Parties their Subsidiaries and Affiliates) hereby consents to such representation and irrevocably waives (and will not asserta) waive any claim they have or may have that S&W has a conflict of interest or any objection arising or relating to is otherwise prohibited from engaging in such representationrepresentation and (b) agree that, acknowledges in the event that a dispute arises after the foregoing provision applies whether or not M&T provides legal services to Closing between Purchaser, Parent, their Affiliates, the Restricted Parties 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 after Affiliates, the Closing DateCompany 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. Buyer, for Purchaser and the Company (on behalf of itself and the Waiving Partiesits Subsidiaries and Affiliates) also further agree that, hereby irrevocably acknowledges and agrees that as to all communications among M&TS&W and the Company, its Subsidiaries, and the Acquired CompaniesSellers and their representatives, that relate to 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 Contemplated Transactions, or any matter relating to any of the foregoing, 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 Restricted Parties, Seller Representative and shall may be exclusively controlled thereby by the Seller Representative and shall will not pass to or be claimed by Buyer Purchaser, Parent, the Company or any Acquired Companyof their Subsidiaries or Affiliates. In addition, all of the client files and from records in the possession of S&W related to this Agreement and the Contemplated Transactions will continue to be property of (and 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, none the Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of Buyer or any of the Waiving Parties will seek confidential communications by S&W to obtain the same by any process; provided, however, that the foregoing shall not apply to any matters as between the Buyer Parties and any such third party.