Common use of Provision Respecting Legal Representation Clause in Contracts

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. (a) It is acknowledged by each of the parties hereto Parties, on its own behalf and on behalf of its respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Company Entities, Seller and Blocker Seller have retained Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP (collectively, the “K&ERetained Counsel”)) to act as their counsel in connection with the transactions contemplated hereby Transactions and that K&E the Retained Counsel has not acted as counsel for any other party hereto Party in connection with the transactions contemplated hereby Transactions and that none of the other parties hereto Parties has the status of a client of K&E the Retained Counsel for conflict of interest or any other purposes as a result thereof. Purchaser, Seller and the Company and their respective Subsidiaries Each Acquiror Party hereby agreeagrees, on their own behalf and on behalf of their respective managers, directors, equityholders, members, partners, officers, employees and affiliatesAffiliates, that, in the event that a dispute arises after the Closing between Purchaserany Acquiror Entity, the Company Entities and/or its Subsidiaries their Subsidiaries, on the one hand, and Seller, Blocker Seller and/or any of their respective Affiliates, on the other hand, K&E the Retained Counsel may represent Seller, Blocker Seller and/or their respective Affiliates in such dispute even though the interests of Seller, Blocker Seller or their respective Affiliates may be directly adverse to Purchaserthe Acquiror Parties, the Company Entities or its their respective Subsidiaries, and even though K&E the Retained Counsel may have represented the Company or its Subsidiaries Entities in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaserthe Acquiror Parties, the Company Entities or any of their respective Subsidiaries. The parties hereto further agree to the matters set forth in Section 9.17 of the Company Disclosure Schedule.

Provision Respecting Legal Representation. It is acknowledged by each of Buyer, 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 Companies and the Company and their respective Subsidiaries Seller hereby agree, on their own behalf and on behalf of their respective directors, equityholders, members, partners, officers, employees and affiliates, agree that, in the event that a dispute arises after the Closing between PurchaserBuyer and/or the Companies, the Company and/or its Subsidiaries on the one hand, and Sellerthe Seller or his Affiliates, on the other hand, K&E Xxxx Teller may represent the Seller and/or such Affiliates in such dispute even though the interests of the Seller and/or such Affiliates may be directly adverse to Purchaser, Buyer or the Company Companies or its Subsidiariesany of their Affiliates, and even though K&E Xxxx Teller may have represented the Company Companies or its Subsidiaries any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for PurchaserBuyer, the Company Companies, or any of their SubsidiariesAffiliates. The parties hereto Buyer further agree agrees that, as to all communications among Xxxx Teller, the Companies, the Seller, and/or any of their respective Affiliates that relate in any way to the matters set forth transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by Buyer, the Companies or any of their Affiliates. Notwithstanding the foregoing, in Section 9.17 the event that a dispute arises between Buyer, the Companies or any of their Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Companies and their Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxx Teller to such third party; provided, however, that neither the Companies nor any of their Affiliates may waive such privilege without the prior written consent of the Company Disclosure ScheduleSeller.

Provision Respecting Legal Representation. (a) It is acknowledged by each of the parties hereto parties, on its own behalf and on behalf of its respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Company Targets and Seller the Sellers have retained Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP LLP) (collectively, the “K&ERetained Counsel”)) to act as their counsel in connection with the transactions contemplated hereby and that K&E the Retained Counsel 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 the Retained Counsel for conflict of interest or any other purposes as a result thereof. Purchaser, Seller The Buyer and the Company Targets and their respective Subsidiaries hereby agree, on their own behalf and on behalf of their respective managers, directors, equityholders, members, partners, officers, employees and affiliatesAffiliates, that, in the event that a dispute arises after the Closing between Purchaserthe Buyer, the Company Targets and/or its Subsidiaries their Subsidiaries, on the one hand, and Sellerthe Sellers and/or any of their Affiliates, on the other hand, K&E the Retained Counsel may represent Seller the Sellers and/or their Affiliates in such dispute even though the interests of Seller the Sellers or their Affiliates may be directly adverse to Purchaserthe Buyer, the Company Targets or its their Subsidiaries, and even though K&E the Retained Counsel may have represented the Company or its Subsidiaries Targets in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaserthe Buyer, the Company Targets or any of their Subsidiaries. The parties hereto further agree to the matters set forth in Section 9.17 of the Company Disclosure Schedule.