Representation of Sellers and their Affiliates. Purchaser covenants and agrees, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), that, following the Closing, Ropes & Xxxx LLP may serve as counsel to Sellers and their Affiliates in connection with any matters related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any litigation, claim or dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, notwithstanding any representation of the Acquired Companies by Ropes & Xxxx LLP prior to the Closing. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), hereby irrevocably: (a) waives any claim any of them have or may have that Ropes & Xxxx LLP has or will have a conflict of interest or is or will be otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute (including litigation) arises after the Closing between Purchaser or its Affiliates (including the Acquired Companies) on the one hand, and Sellers or any of their Affiliates, on the other hand, Ropes & Xxxx LLP may represent Sellers or any of their Affiliates in such dispute, even though the interests of such Person(s) may be directly adverse to Purchaser or its Affiliates (including the Acquired Companies) and even though Ropes & Xxxx LLP may have represented the Acquired Companies in a matter substantially related to such dispute. Purchaser, on its own behalf and on behalf of its Affiliates (including the Acquired Companies from and after the Closing), also further covenants and agrees that, as to all communications between Ropes & Xxxx LLP and any of the Acquired Companies, Sellers or Sellers’ Affiliates and representatives, that relate primarily to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and shall belong to Sellers and shall be controlled by Sellers and will not pass to or be claimed by Purchaser or its Affiliates (including the Acquired Companies from and after the Closing). In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes & Xxxx LLP related to the negotiation, execution or performance of this Agre...
Representation of Sellers and their Affiliates. Parent acknowledges that it was aware that Xxxxxxx Xxxxxxxx Partners and Xxxxx Day are, respectively, the financial and legal advisors to Sellers in connection with this Agreement and the transactions contemplated hereby and, on behalf of itself and its Affiliates, consents thereto and to their continued representation of Sellers in connection with the transactions contemplated hereby.
Representation of Sellers and their Affiliates. [REDACTED].
