Common use of Big Boy Representation Clause in Contracts

Big Boy Representation. The Seller acknowledges and confirms: that the Purchaser may have, and later may come into possession of, information with respect to the Company, its business affairs and financial condition, its immediate and long term prospects, its resources and ability to raise additional capital as well as its financing and opportunities generally, that is not known to the Seller and that may, if known by the Sellers, be material to a decision to sell the Shares to the Purchaser; that the Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Purchaser information that may be in possession of or may later come into possession of the Purchaser; and the Purchaser shall have no liability to the Seller or any other person or entity, and the Seller waives and releases any claims that it might have against the Purchaser or any other party that is based, in whole or in part, on any disparity in access to the Company, knowledge, information or beliefs, including, without limitation, under any federal or state securities laws, common law or statute, rule or regulation. The Seller further acknowledges and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through the Purchaser, the foregoing provisions shall bar any claim that the Seller was deceived or fraudulently induced into proceeding with a sale of the Shares. The Seller has been made aware of such disparity of information and has received satisfactory answers to any questions the Seller has asked and desires to complete the sale of the Shares contemplated under this Agreement. The Purchaser has no duty, fiduciary or otherwise, to inform the Seller of any information. The Seller has acknowledged and do acknowledge that as a result of the foregoing possibilities or events, the value of the ownership of the Company represented by the Shares will increase, in certain cases, potentially significantly, that Sellers shall not participate in the appreciation in value of the Shares, and shall have no claim or right to adjustment of the Purchase Price, and neither the Purchaser nor the Company has any obligation to provide the Seller any other or further protection, consideration, value or notification.

Big Boy Representation. The Seller Purchaser acknowledges and confirms: that the Purchaser Seller may have, and later may come into possession of, have information with respect to the Company, its business affairs and financial condition, its immediate and long term prospects, its resources and ability to raise additional capital as well as its financing and opportunities generally, that is not known to the Seller Purchaser and that may, if known by the SellersPurchaser, be material to a decision to sell purchase the Shares to from the PurchaserSellers; that the Seller Purchaser has determined to sell purchase the Shares notwithstanding its lack of knowledge of the Purchaser information that may be in possession of or may later come into possession of the PurchaserSeller; and the Purchaser Seller shall have no liability to the Seller Purchaser or any other person or entity, and the Seller Purchaser waives and releases any claims that it might have against the Purchaser Seller or any other party that is based, in whole or in part, on any disparity in access to the Company, knowledge, information or beliefs, including, without limitation, under any federal or state securities laws, common law or statute, rule or regulation. The Seller Purchaser further acknowledges and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through the PurchaserSellers, the foregoing provisions shall bar any claim that the Seller Purchaser was deceived or fraudulently induced into proceeding with a sale purchase of the Shares. The Seller Purchaser has been made aware of such disparity of information and has received satisfactory answers to any questions the Seller Purchaser has asked and desires to complete the sale purchase of the Shares contemplated under this Agreement. The Purchaser Seller has no duty, fiduciary or otherwise, to inform the Seller Purchaser of any information. The Seller Purchaser has acknowledged and do does acknowledge that as a result of the foregoing possibilities or events, the value of the ownership of the Company represented by the Shares will increasedecrease, in certain cases, potentially significantly, that Sellers shall not participate in the appreciation in value of the Shares, and shall have no claim or right to adjustment of the Purchase Price, and neither the Purchaser Seller nor the Company has any obligation to provide the Seller Purchaser any other or further protection, consideration, value or notification.

Big Boy Representation. The Seller acknowledges and confirms: that the Purchaser Buyer may have, and later may come into possession of, information with respect to the CompanyEVO, its business affairs and financial condition, its immediate and long term prospects, its resources and ability to raise additional capital as well as its financing and opportunities generally, that is not known to the Seller and that may, if known by the SellersSeller, be material to a decision to sell the EVO Shares to the PurchaserBuyer; that the Seller has determined to sell the EVO Shares notwithstanding its lack of knowledge of the Purchaser information that Buyer may be in possession of or may later come into possession of the PurchaserBuyer; and the Purchaser Buyer shall have no liability to the Seller or any other person or entity, and the Seller waives and releases any claims that it might have against the Purchaser Buyer or any other party that is based, in whole or in part, on any disparity in access to the CompanyEVO, knowledge, information or beliefs, including, without limitation, under any foreign, federal or state securities laws, common law or statute, rule or regulation. The Seller further acknowledges and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through the PurchaserBuyer, the foregoing provisions shall bar any claim that the Seller was deceived or fraudulently induced into proceeding with a sale of the EVO Shares. The Seller has been made aware of such disparity of information and has received satisfactory answers to any questions the Seller has asked and desires to complete the sale of the EVO Shares contemplated under this Agreement. The Purchaser Buyer has no duty, fiduciary or otherwise, to inform the Seller of any information. The Seller has acknowledged and do does acknowledge that as a result of the foregoing possibilities or events, the value of the ownership of the Company EVO represented by the EVO Shares will increase, in certain cases, potentially significantly, that Sellers Seller shall not participate in the appreciation in value of the EVO Shares, and shall have no claim or right to adjustment of the Purchase Priceconsideration paid for the EVO Shares, and neither the Purchaser Buyer nor the Company EVO has any obligation to provide the Seller any other or further protection, consideration, value or notification.

Big Boy Representation. The Purchaser acknowledges that the Seller acknowledges has advised the Purchaser that the Seller and confirms: that its officers, advisors, counsel and other representatives may possess non-public information regarding the Company’s business and prospects not known to the Purchaser which the Purchaser may havedeem material to its decision to purchase the Shares if the Purchaser were provided with the information (the “Excluded Information”). The Seller does not intend to disclose any of the Excluded Information until the Company has a duty to do so under applicable law or, even if there is no such duty, Company otherwise determines it would be in the best interests of the Company’s shareholders to disclose the Excluded information. The Purchaser, for itself and later may come into possession ofon behalf of the Purchaser’s affiliates, information investors, directors, officers, employees, financial advisors, attorneys, agents or representatives (collectively the “Waiving Parties”), hereby: a. agrees that neither the Seller, nor its directors, officers, employees, attorneys, financial advisors, agents, representatives, successors or assigns (collectively the “Released Parties”) shall have any liability to any Waiving Party with respect to the Companyexistence, its business affairs possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; b. waives any right, claim or cause of action, at law or in equity, arising in favor of or for the benefit of any Waiving Party from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 11, 12 and financial condition17 of the Securities Act of 1933, its immediate as amended, and long term prospectsSections 10(b) and 20A of the Exchange Act (collectively the “Acts”), its resources or the rules and ability to raise additional capital as well as its financing and opportunities generally, that is not known to the Seller and that may, if known regulations promulgated by the SellersSecurities and Exchange Commission under the Acts, be material and relinquishes all rights and remedies accorded by applicable law to a decision buyer of securities with respect to sell the Shares to the Purchaser; that the Seller has determined maximum extent permitted by law, as well as all rights to sell the Shares notwithstanding its lack of knowledge of the Purchaser information that participate in any claim, action or remedy others may be in possession of now or may later come into possession of the Purchaser; and the Purchaser shall hereafter have no liability with respect to the Seller or any other person or entity, and the Seller waives and releases any claims that it might have against the Purchaser or any other party that is based, in whole or in part, on any disparity in access foregoing; c. with respect to the Company, knowledge, information or beliefs, including, without limitation, under any federal or state securities laws, common law or statute, rule or regulation. The Seller further acknowledges purchase and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through the Purchaser, the foregoing provisions shall bar any claim that the Seller was deceived or fraudulently induced into proceeding with a sale of the Shares. The Seller has been made aware of such disparity of information , releases and has received satisfactory answers to any questions the Seller has asked and desires to complete the sale discharges each of the Shares contemplated under this Agreement. The Purchaser has no dutyReleased Parties of and from any and all suits, fiduciary demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which any Waiving Party may have against any Released Party, to inform the Seller extent arising from or in connection with the existence, possession or non-disclosure of any information. The Seller Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown; and d. represents that (i) it has acknowledged not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Released Parties as set forth above, and do acknowledge that as a result (iii) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Section 3.10 and has been fully apprised of the foregoing possibilities or events, the value consequences of the ownership waivers and releases set forth in this Section 3.10. e. It is the intent of the Company represented by Purchaser (A) to commit to use all commercially reasonable efforts to cause each Waiving Party to comply with the Shares will increase, in certain cases, potentially significantly, terms of this letter and (B) that Sellers shall not participate in the appreciation in value each Released Party be a third-party beneficiary of the Shares, and shall have no claim or right to adjustment of the Purchase Price, and neither the Purchaser nor the Company has any obligation to provide the Seller any other or further protection, consideration, value or notificationthis Section 3.10.