Common use of Representation of the Company Clause in Contracts

Representation of the Company. Each of the parties to this Agreement hereby acknowledges and agrees, on its own behalf and on behalf of each of its Affiliates and its and their directors, members, partners, officers, employees and Affiliates (and in the case of Parent on behalf of the Parent Indemnitees), that (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP represents and/or has represented the Securityholders and their Affiliates (including American Capital) and/or the Company in other matters, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may serve as counsel to any and all of the current or former Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”), in connection with any matters related to this Agreement and the Transactions (or the transactions contemplated by the other Transaction Documents), including the negotiation, preparation, execution and delivery of this Agreement and consummation of the Transactions (or the transactions contemplated by the other Transaction Documents) and any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions (or the transactions contemplated by the other Transaction Documents), and each of the parties hereto, to the fullest extent permitted by law, consents to the foregoing and irrevocably waives any conflict of interest arising therefrom, on behalf of such party and each of its Affiliates and its and their directors, members, partners, officers, employees and Affiliates (and in the case of Parent on behalf of the Parent Indemnitees). Parent, Securityholders and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications among ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, the Company, its Subsidiaries, and the Seller Group that relate in any way to the Transactions (or the transactions contemplated by the other Transaction Documents), the attorney-client privilege and the expectation of client confidence belongs to the Company and may be controlled by American Capital and shall not pass to or be claimed by Parent, the Surviving Entity or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Entity or a Subsidiary and a third party other than a party to this Agreement after the Closing, the Surviving Entity and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP to such third party; provided, however, that neither the Surviving Entity nor any Subsidiary may waive such privilege without the prior written consent of American Capital. The Company, Parent and the Surviving Entity further agree that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and its partners and employees are third party beneficiaries of this Section 10.13.

Representation of the Company. Each of Parent, Holdings II and the parties to Purchaser acknowledges that ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) has represented the Company in connection with this Agreement hereby acknowledges and the transactions contemplated hereby. Each of Parent, Holdings II and the Purchaser agrees, on its own behalf and on behalf of each of its Affiliates and its and their directorsAffiliates, membersthat, partnersfollowing the Closing, officers, employees and Affiliates (and in the case of Parent on behalf of the Parent Indemnitees), that (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP represents and/or has represented the Securityholders and their Affiliates (including American Capital) and/or the Company in other matters, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may serve as counsel to any and all of the current or former SecurityholdersEquityholders, the Securityholders’ Representative Agent and their respective Affiliates (individually and collectively, the “Seller Group”), in connection with any matters related to this Agreement and the Transactions (or the transactions contemplated by the other Transaction Documents)hereby, including the negotiation, preparation, execution and delivery of this Agreement and consummation of the Transactions (or the transactions contemplated by the other Transaction Documents) and any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions (or the transactions contemplated hereby notwithstanding any representation by Mintz prior to the other Transaction Documents), and each Closing Date of the parties heretoCompany. Parent, to Holdings II, the fullest extent permitted by law, consents to Purchaser and the foregoing and irrevocably waives Company hereby (a) waive any claim they have or may have that Mintz has a conflict of interest arising therefromor is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Parent, Holdings II, the Purchaser or the Surviving Corporation, on behalf the one hand, and the Equityholders, the Agent and/or their respective Affiliates, on the other hand, ▇▇▇▇▇ may represent the Equityholders, the Agent or any of their respective Affiliates in such dispute even though the interests of such party Person(s) may be directly adverse to Parent, Holdings II, the Purchaser and/or the Surviving Corporation and each of its Affiliates and its and their directors, members, partners, officers, employees and Affiliates (and even though ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute or may have confidential information learned in the case of Parent on behalf of the Parent Indemnitees)prior representation that is relevant to such dispute. Parent, Securityholders Holdings II, the Purchaser and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications among ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Mintz (or other counsel to the Company) and the Company, its Subsidiariesthe Equityholders, the Agent or any of their respective Affiliates and the Seller Group representatives, that relate in any way to the Transactions (or the transactions contemplated by hereby (and solely to the other Transaction Documentsextent of such relation), the attorney-client privilege and the expectation of client confidence belongs to the Company Equityholders and/or the Agent, as the case may be, and may shall be controlled by American Capital the Equityholders or the Agent, as applicable, and shall will not pass to or be claimed by Parent, Holdings II, the Purchaser or the Surviving Entity Corporation. Neither the Purchaser nor the Surviving Corporation shall control, access, examine, use or rely on such privileged communications, including any electronic versions or copies of its Subsidiariessuch communications. Notwithstanding the foregoing, in In the event that a dispute arises between Parent, the Purchaser or the Surviving Entity or a Subsidiary Corporation, on the one hand, and a third party other than a party to this Agreement the Equityholders and the Agent, on the other hand, after the Closing, the Surviving Entity and the Subsidiaries Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP to such third party; provided, however, that neither and the Surviving Entity nor any Subsidiary Corporation may not waive such privilege without the prior written consent of American Capital. The Company, Parent and the Surviving Entity further agree that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and its partners and employees are third party beneficiaries of this Section 10.13Agent.

Representation of the Company. Each of the parties Parties to this Agreement hereby acknowledges and agrees, on its own behalf and on behalf of each of its Affiliates and its and their directors, members, partners, officers, employees and Affiliates (and in the case of Parent on behalf of the Parent Indemnitees)Affiliates, that (i) ▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇▇ LLP represents and/or and has represented the Securityholders Alps and their various of its Affiliates (including American Capital) and/or the Company in other matters, including investments in the Company and its Subsidiaries, (ii) ▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇▇ LLP may serve as counsel to each and any Company Equityholder and all of the current or former Securityholdersits respective Affiliates, the Securityholdersincluding without limitation Alps in its capacity as Equityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Shareholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with any matters related to this Agreement and the Transactions (or the transactions contemplated by the other Transaction Documents), including the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby, and (or iii) following consummation of the transactions contemplated by hereby, O’Melveny & ▇▇▇▇▇ LLP (or any successor) may serve as counsel to the other Transaction Documents) and Shareholder Group and/or any director, member, partner, officer, employee or Affiliate of the Shareholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions (or transactions contemplated by this Agreement notwithstanding such representation, any continued representation of Alps and/or any of its Affiliates in matters relating to the Company, its Subsidiaries, the transactions contemplated by the this Agreement and/or in any other Transaction Documents)matters, and each of the parties hereto, to the fullest extent permitted by law, consents to the foregoing and irrevocably waives any conflict of interest arising therefrom, on behalf and each of such party and parties shall cause each of its Affiliates and its and their directors, members, partners, officers, employees and Affiliates (and in the case to consent to waive any conflict of Parent on behalf of the Parent Indemnitees)interest arising from any such representation. Parent, Securityholders and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications among ▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇▇ LLP, the Company, its Subsidiaries, and the Seller Group that relate in any way to the Transactions (or the transactions contemplated by the other Transaction Documents), the attorney-client privilege and the expectation of client confidence belongs to the Company and may be controlled by American Capital and shall not pass to or be claimed by Parent, the Surviving Entity or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Entity or a Subsidiary and a third party other than a party to this Agreement after the Closing, the Surviving Entity and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP to such third party; provided, however, that neither the Surviving Entity nor any Subsidiary may waive such privilege without the prior written consent of American Capital. The Company, Parent and the Surviving Entity further agree that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and its partners and employees are is an intended third party beneficiaries beneficiary of this Section 10.134.11.