Common use of Arm’s Length Clause in Contracts

Arm’s Length. The Company acknowledges and agrees that each Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser is advising the Company or any other person or entity as to any legal, tax, investment, accounting, or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser shall have responsibility or liability to the Company, its stockholders, and directors not affiliated with it, or its officers, employees, advisors, or other representatives with respect thereto. Any review by any Purchaser of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser and shall not be on behalf of the Company, its stockholders, and directors not affiliated with it, or its officers, employees, advisors, or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each the Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no the Purchaser is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no the Purchaser shall not have any responsibility or liability to the Company, Company or its stockholders, and directors not affiliated with itdirectors, or its officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any the Purchaser of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such the Purchaser and shall not be on behalf of the Company, Company or its stockholders, and directors not affiliated with itdirectors, or its officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with the negotiation of the terms of the Recapitalization) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser is the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investors shall have no responsibility or liability to the Company, its stockholders, stockholders and directors not affiliated with itthe Investors, or its officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investors of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investors and shall not be on behalf of the Company, its stockholders, stockholders and directors not affiliated with itthe Investors, or its officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser is the Investors are acting solely in the capacity of an arm’s 's length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser is the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investors shall have no responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investors and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser the Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser the Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investor shall have no responsibility or liability to the Company, its Affiliates, or their respective stockholders, and directors not affiliated with itdirectors, or its officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investor and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser is of the Supporting Noteholders are acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company with respect to the transactions contemplated hereby by the Refinancing and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person Person or entity. Additionally, no Purchaser is the Supporting Noteholders are not advising the Company or any other person affiliated Person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser by the Refinancing. The Company acknowledges that the Supporting Noteholders shall have no responsibility or liability Liability to the Company, Company or any of its Subsidiaries or Affiliates or their respective stockholders, and directors not affiliated with itdirectors, or its officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Supporting Noteholders of the transactions contemplated hereby by the Refinancing or other matters relating to such transactions will shall be performed solely for the benefit of such Purchaser the Supporting Noteholders and shall not be on behalf of the Company, its Subsidiaries, its Affiliates, or their respective stockholders, and directors not affiliated with itdirectors, or its officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties of the Company contained herein or the remedies of either Purchaser the Supporting Noteholders with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser none of the Investors is advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser Investor shall have any responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser Investor and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser any Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser is the Plan Sponsors are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering and the Initial Sponsor Share Purchase) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser is the Plan Sponsors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Plan Sponsors shall have no responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Plan Sponsors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Plan Sponsors and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Plan Sponsors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser the Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser the Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investor shall not have any responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investor and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser is the Investors are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser is the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investors shall have no responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investors and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser the Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser the Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investor shall have no responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investor and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser the Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser the Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Investor shall have no responsibility or liability to the Company, its stockholders, stockholders and directors not affiliated with itthe Investor, or its officers, employees, advisors, advisors or other representatives with respect theretothereto in connection with the transactions contemplated by this Agreement. Any review by any Purchaser the Investor of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Investor and shall not be on behalf of the Company, its stockholders, stockholders and directors not affiliated with itthe Investor, or its officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each Purchaser the Plan Sponsor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, no Purchaser the Plan Sponsor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting, accounting or regulatory matters in any jurisdiction. The Company has consulted shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Purchaser the Plan Sponsor shall have no responsibility or liability to the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives with respect thereto. Any review by any Purchaser the Plan Sponsor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Purchaser the Plan Sponsor and shall not be on behalf of the Company, its stockholders, and directors not affiliated with itAffiliates, or its their respective shareholders, directors, officers, employees, advisors, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of either Purchaser the Plan Sponsor with respect thereto.