Common use of Representation of Seller Clause in Contracts

Representation of Seller. The Buyer agrees, on its own behalf and on behalf of the Buyer Indemnified Parties, that, following the Closing, Xxxxxx and Xxxxx, LLP may serve as counsel to the Seller, or any of its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxx and Xxxxx, LLP prior to the Closing Date of the Company. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), hereby (i) waives any claim it has or may have that Xxxxxx and Xxxxx, LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, in the event that a dispute arises after the Closing between the Buyer, the Company and the Seller or any of the Seller’s Affiliates, Xxxxxx and Xxxxx, LLP may represent the Seller or any of the Seller’s Affiliates in such dispute even though the interests of such person(s) may be directly adverse to the Buyer or the Company and even though Xxxxxx and Xxxxx, LLP may have represented the Company in a matter substantially related to such dispute. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), also further agrees that, as to all communications among Xxxxxx and Xxxxx, LLP and the Company and the Seller or the Seller’s Affiliates and representatives, that relate in any way to the 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 the Buyer or the Company.

Representation of Seller. The Buyer agrees, on its own behalf of itself, the Acquired Companies and on behalf each of the Buyer Indemnified Parties, that, following the Closing, Xxxxxx and Xxxxx, that Stoel Rives LLP may serve as counsel to Seller following the SellerClosing, or to any of its Affiliates directors, managers, officers, members, shareholders, partners, Affiliates, employees, agents, Representatives, successors and assigns in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxx and Xxxxx, Stoel Rives LLP prior to the Closing Date of any Company or the Companyother Acquired Companies. The BuyerEach of Buyer and the Companies, on its own behalf and on behalf of its Affiliates (including themselves and the Company)Acquired Companies, hereby (i) waives any claim it has or may have that Xxxxxx and Xxxxx, LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees also further agree that, in to the event that a dispute arises after extent communications among Stoel Rives LLP and any of the Closing between the Buyer, the Company and the Acquired Companies and/or Seller or any of the Affiliates of Seller’s Affiliates, Xxxxxx and Xxxxx, LLP may represent the Seller or any of the Seller’s Affiliates in such dispute even though the interests of such person(s) may be directly adverse to the Buyer or the Company and even though Xxxxxx and Xxxxx, LLP may have represented the Company in a matter substantially related to such dispute. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), also further agrees that, as to all communications among Xxxxxx and Xxxxx, LLP and the Company and the Seller or the Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this AgreementAgreement and occurred prior to the Closing, the attorney attorney-client privilege and the expectation of client confidence belongs to the Seller and may shall be controlled by the Seller and shall not pass to or be claimed by Buyer, the Buyer Companies or the Companyother Acquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Companies or any of the other Acquired Companies and a third person other than a party to this Agreement or an Affiliate thereof after the Closing, the Companies or any other Acquired Company may assert the attorney-client privilege to prevent disclosure of such confidential communications by Stoel Rives LLP to such third person; provided, however, that no Company nor any other Acquired Company may waive such privilege without the prior written consent of Seller.

Representation of Seller. The Buyer agreesPurchasers hereby waive and agree to not assert, and agree to cause the Conveyed Entities to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, on its own behalf and on behalf or after the Closing Date, of the Buyer Indemnified Parties, that, following the Closing, Xxxxxx and Xxxxx, LLP may serve as counsel to the Seller, Seller or any of its Affiliates in any dispute with Purchasers or any Conveyed Entity involving the transactions contemplated by this Agreement, by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Xxxxxxx”) in connection with the transactions contemplated by this Agreement, even though the interests of such Person(s) may be directly adverse to Purchasers or any matters of their Affiliates (including, from and after the Closing, the Conveyed Entities) and even though Xxxxxxx may have represented the Conveyed Entities in a matter substantially related to such dispute. Purchasers and the Conveyed Entities also further agree that, as to all communications among Xxxxxxx and the Conveyed Entities, Seller or its Affiliates and their respective Representatives that relate in any way to this Agreement and Agreement, the negotiation thereof or the transactions contemplated hereby, including the attorney-client privilege and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchasers or any litigationof their Affiliates (including, claim or obligation arising out of or relating from and after the Closing, the Conveyed Entities). Notwithstanding the foregoing, such attorney-client privilege, attorney-work product protection and client confidence shall also belong to this Agreement or and also be controlled by the transactions contemplated Conveyed Entities and shall be deemed passed to and claimed by this Agreement notwithstanding any representation by Xxxxxx and Xxxxx, LLP prior to the Conveyed Entities after the Closing Date of the Company. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), hereby (i) waives any claim it has or may have that Xxxxxx and Xxxxx, LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, in the event that a dispute arises after the Closing between the Buyer, the Company and the Seller Purchasers or any of their Affiliates (including, from and after the Seller’s AffiliatesClosing, Xxxxxx and Xxxxx, LLP may represent the Seller or any of the Seller’s Affiliates in such dispute even though the interests of such person(s) may be directly adverse to the Buyer or the Company and even though Xxxxxx and Xxxxx, LLP may have represented the Company in a matter substantially related to such dispute. The BuyerConveyed Entities), on its own behalf the one hand, and on behalf of its Affiliates a third party other than (including the Company), also further agrees that, as and not an Affiliate of) a Party to all communications among Xxxxxx and Xxxxx, LLP and the Company and the Seller or the Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, on the other hand or (ii) to the extent any such attorney-client privilege, attorney work-product protection or client privilege confidence is required to be waived or otherwise required to be similarly released by any Governmental Authority, and, in any such case, Purchasers and the expectation Conveyed Entities shall not be in breached or violation of any provision of this Agreement or any Closing Agreement for providing any information, documents, communications or client confidence belongs confidences to any Governmental Authority in response to, and subject to the Seller limitation in, the foregoing. Purchasers acknowledge that they have consulted with independent counsel of their own choosing with respect to the meaning and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or the Companyeffect of this Section 10.15.