Common use of Representation of Counsel Clause in Contracts

Representation of Counsel. (a) Each of the parties acknowledges that ▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as counsel to LED Supply, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated hereby, when the interests of Member Representative and LED Supply may no longer be aligned or when, for any reason, the Member Representative, any LED Supply Member, PC or LED Supply believes that PC can or should no longer represent LED Supply, Member Representative, or any LED Supply Member. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply and continue to represent the Member Representative or any LED Supply Member, even if their respective interests, and the interests of LED Supply are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, and even though PC may have represented LED Supply in a matter substantially related to such dispute or may be handling ongoing matters for LED Supply or any of their respective Affiliates, and the Parent Group and LED Supply hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or before the Closing between the LED Supply, Member Representative and any LED Supply Member (collectively, the “Seller Group”) or any of them, on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply Member) and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Parent Group (following the Closing) or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Purchaser Communication Group”). Accordingly, as of immediately before the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Member Representative and (ii) no member of the Purchaser Communication Group will have any right, title, interest or benefit in or to, or right to access or use, any of the Protected Communication or any Associated Rights.

Representation of Counsel. (a) Each of the parties acknowledges that ▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as counsel to LED SupplyPURO, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated hereby, when the interests of Member Representative and LED Supply PURO may no longer be aligned or when, for any reason, the Member Representative, any LED Supply MemberPURO Equityholder, PC or LED Supply PURO believes that PC can or should no longer represent LED SupplyPURO, Member Representative, or any LED Supply MemberPURO Equityholder. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply PURO and continue to represent the Member Representative or any LED Supply MemberPURO Equityholder, even if their respective interests, and the interests of LED Supply PURO are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, and even though PC may have represented LED Supply PURO in a matter substantially related to such dispute or may be handling ongoing matters for LED Supply PURO or any of their respective Affiliates, and the Parent Group and LED Supply PURO hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or before the Closing between the LED SupplyPURO, Member Representative and any LED Supply Member PURO Equityholder (collectively, the “Seller Group”) or any of them, on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply MemberPURO Equityholder) and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Parent Group (following the Closing) or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Purchaser Communication Group”). Accordingly, as of immediately before the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Member Representative and (ii) no member of the Purchaser Communication Group will have any right, title, interest or benefit in or to, or right to access or use, any of the Protected Communication or any Associated Rights.

Representation of Counsel. (a) Each of the parties acknowledges that ▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as counsel to LED Supply, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated hereby, when the interests of Member Representative and LED Supply may no longer be aligned or when, for any reason, the Member Representative, any LED Supply Member, PC or LED Supply believes that PC can or should no longer represent LED Supply, Member Representative, or any LED Supply Member. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply and continue to represent the Member Representative or any LED Supply Member, even if their respective interests, and the interests of LED Supply are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, and even though PC may have represented LED Supply in a matter substantially related to such dispute or may be handling ongoing matters for LED Supply or any of their respective Affiliates, and the Parent Group and LED Supply hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties hereto intend that all privileged communications at or before the Closing between the LED Supply, Member Representative and any LED Supply Member Company and/or Seller (collectively, the “Seller Group”) or any of them), on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith Transaction Documents and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights right of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply Member) Seller and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Parent Group (following the Closing) Parent, Buyer or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Purchaser Communication AgEagle Group”). Accordingly, as of immediately before the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Member Representative Seller and (ii) no member of the Purchaser Communication AgEagle Group will have any right, title, interest or benefit in or to, or right to access or use, any of the Protected Communication or any Associated Rights. (b) If and to the extent that, at any time from and after the Closing, any member of the AgEagle Group will have any Associated Rights, each member of the AgEagle Group will not, and will cause the other members of the AgEagle Group not to, waive such Associated Rights without the prior written consent of Seller (which consent may be withheld, conditioned or delayed in their respective sole discretion). Parent, for itself and its Affiliates (including Buyer), agrees to take commercially reasonable efforts, at Seller’s sole cost and expense, to carry out the purposes of this Section 9.14, including the assignment of the Protected Communications and Associated Rights to Seller hereunder.

Representation of Counsel. (a) Each of the parties acknowledges that ▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as counsel to LED Supply, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated hereby, when the interests of Member Representative and LED Supply may no longer be aligned or when, for any reason, the Member Representative, any LED Supply Member, PC or LED Supply believes that PC can or should no longer represent LED Supply, Member Representative, or any LED Supply Member. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply and continue to represent the Member Representative or any LED Supply Member, even if their respective interests, and the interests of LED Supply are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, and even though PC may have represented LED Supply in a matter substantially related to such dispute or may be handling ongoing matters for LED Supply or any of their respective Affiliates, and the Parent Group and LED Supply hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties hereto intend that all privileged communications at or before the Closing between the LED Supply, Member Representative and any LED Supply Member Company and/or Seller (collectively, the “Seller Group”) or any of them), on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith Transaction Documents and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights right of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply Member) Seller and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Parent Group (following the Closing) Buyer or any of their respective its Affiliates or any successor or assign of any of the foregoing (collectively, the “Purchaser Communication AgEagle Group”). Accordingly, as of immediately before the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Member Representative Seller and (ii) no member of the Purchaser Communication AgEagle Group will have any right, title, interest or benefit in or to, or right to access or use, any of the Protected Communication or any Associated Rights. (b) If and to the extent that, at any time from and after the Closing, any member of the AgEagle Group will have any Associated Rights, each member of the AgEagle Group will not, and will cause the other members of the AgEagle Group not to, waive such Associated Rights without the prior written consent of Seller (which consent may be withheld, conditioned or delayed in their respective sole discretion). Buyer, for itself and its Affiliates, agrees to take commercially reasonable efforts, at Seller’s sole cost and expense, to carry out the purposes of this Section 9.14, including the assignment of the Protected Communications and Associated Rights to Seller hereunder.

Representation of Counsel. (a) Each of the parties acknowledges that M▇▇▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as acknowledges and agrees that he has consulted counsel or has had the opportunity to LED Supplyconsult counsel about this Agreement, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents agreements referenced herein and the consummation of the transactions contemplated hereby and thereby, and freely and knowingly enters into this Agreement and the other agreements referenced herein to which M▇▇▇▇▇▇▇▇▇ is a party. There may come a time, including after consummation of the transactions contemplated hereby, when M▇▇▇▇▇▇▇▇▇ further acknowledges and agrees that D▇▇▇▇ W▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“DWT”) solely represents the interests of Member Representative and LED Supply may no longer be aligned or when, for any reason, the Member Representative, any LED Supply Member, PC or LED Supply believes that PC can or should no longer represent LED Supply, Member Representative, or any LED Supply Member. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply and continue to represent the Member Representative or any LED Supply Member, even if their respective interests, and the interests of LED Supply are or may be adverse, including Parrot in connection with any dispute arising out of or relating to this Agreement, any the other Transaction Document or agreements referenced herein and the transactions contemplated hereby or and thereby, and even though PC may have represented LED Supply no other Person has received any legal, tax or other advice from DWT or has any attorney-client relationship with DWT in a matter substantially related to connection with such dispute agreements or may be handling ongoing matters for LED Supply or any of their respective Affiliates, and the Parent Group and LED Supply hereby consent thereto and waive any conflict of interest arising therefromtransactions. (b) Notwithstanding anything to the contrary contained herein, the parties hereto intend that all privileged communications at or before the Closing between the LED Supply, Member Representative and any LED Supply Member Company and/or Parrot (collectively, the “Seller Group”) or any of them), on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith Transaction Documents and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights right of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply Member) Sellers and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Parent Group (following the Closing) Parent, Buyer or any of their respective Affiliates or any successor or assign of any of the foregoing (collectively, the “Purchaser Communication AgEagle Group”). Accordingly, as of immediately before the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communication and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Member Representative Parrot and (ii) no member of the Purchaser Communication AgEagle Group will have any right, title, interest or benefit in or to, or right to access or use, any of the Protected Communication or any Associated Rights. (c) If and to the extent that, at any time from and after the Closing, any member of the AgEagle Group will have any Associated Rights, each member of the AgEagle Group will not, and will cause the other members of the AgEagle Group not to, waive such Associated Rights without the prior written consent of Parrot (which consent may be withheld, conditioned or delayed in their respective sole discretion). Parent, for itself and its Affiliates (including Buyer), agrees to take commercially reasonable efforts, at Parrot’s sole cost and expense, to carry out the purposes of this Section 9.14, including the assignment of the Protected Communications and Associated Rights to Parrot hereunder.