Common use of Certain Acknowledgements Clause in Contracts

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.acting

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent, the Other Agents and the Arrangers.

Certain Acknowledgements. The Borrower hereby Purchaser, the Seller and each Seller Owner acknowledge that (i) the Company engages in a competitive business, (ii) the Seller Owners’ services and responsibilities are of particular significance to the Business, (iii) the Seller Owners’ positions within the Business place them in a position of confidence and trust with the customers, clients, suppliers and employees of the Business, and/or (iv) the Seller Owners’ positions within, and the Company’s operation of, the Business provide them with access to Confidential Information and opportunities that are valuable and material to the Business and the competitive position of the Business and (v) the Purchaser is relying on such access, opportunities, experience and/or skill with, and special knowledge of, the Business, as set forth in clauses (i)–(iv), in order to assure the Purchaser that it will retain the value, including the goodwill, of the Business as a “going concern,” and therefore the Purchaser has required that the covenants and agreements contained in this Section 7.4 be delivered in this Agreement, which the Seller and each Seller Owner acknowledges and agrees that (a) no fiduciary, advisory are in addition to the covenants set forth in any applicable employment or agency relationship other Contract between the Borrower and the Credit Parties is intended to be Purchaser or has been created in respect of any of its Affiliates (including, after the transactions contemplated by this Agreement or Closing, the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit PartiesCompany), on the one hand, and the BorrowerSeller or any Seller Owner, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty as a condition to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating Purchaser’s willingness to enter into this Agreement and understanding, and the Borrower understands and accepts, the terms, risks and conditions of to consummate the transactions contemplated by this Agreement Agreement, and the other Loan DocumentsPurchaser, (d) the Borrower Seller and each Seller Owner has been advised agreed to do so. The Purchaser, the Seller and each Seller Owner acknowledge and agree that it is fair, reasonable and necessary, for the protection of the value of the Business and the operations, prestige, reputation and goodwill of the Business and of the purchase thereof by the Purchaser hereunder, that the Credit Parties are engaged Purchaser, the Seller and each Seller Owner make the agreements and covenants contained in this Agreement. Further, each Seller Owner acknowledges and agrees that such Seller Owner will directly or indirectly receive a broad range substantial payment in respect of transactions that may involve interests that differ the sale of the Company Securities and other valuable consideration from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit PartiesPurchaser specified herein.

Certain Acknowledgements. The Borrower hereby Except as otherwise expressly set forth in ARTICLE III or ARTICLE IV (as qualified by the Disclosure Schedule), Sellers expressly disclaim any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Business or the assets of the Business, and Sellers disclaim any representation or warranty of merchantability, usage, suitability or fitness for any particular purposes with respect to the assets of the Business, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “AS IS, WHERE IS” on the Closing Date, and in their present condition, and Buyer will rely on its own examination and investigation thereof. Buyer acknowledges and agrees that it is not relying on any statement or representation made by or on behalf of Sellers (aincluding any statement or representation made in any estimates, CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. projections, predictions, data, financial information, memoranda, presentations or any other materials or information) except as specifically set forth in ARTICLE III or ARTICLE IV (as qualified by the Disclosure Schedule) and that no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or Person has been created in respect of authorized by Sellers to make any of representation or warranty relating to Sellers, any Acquired Company, the transactions contemplated by this Agreement Purchased IP or the other Loan Documents, irrespective of whether the Credit Parties have advised Business or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, otherwise in connection herewith and therewith is solely that of creditor and debtorwith the Transactions, except as specifically set forth in ARTICLE III or ARTICLE IV (b) as qualified by the Credit Parties, on the one hand, and the Borrower, on the other hand, have an armDisclosure Schedule). Sellers are relying upon Buyer’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by acknowledgement in this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged Section 10.7 in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of entering into this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal andAgreement, except as otherwise expressly agreed set forth in writing ARTICLE III or ARTICLE IV (as qualified by it and the relevant partiesDisclosure Schedule), has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or no Seller nor any other Person, (g) none of Person will have or be subject to any Liability to Buyer resulting from the Credit Parties has any obligation distribution to the Borrower Buyer or its Affiliates with respect to Representatives or Buyer’s use of any information regarding Sellers, the transactions contemplated by this Agreement Acquired Companies, the Purchased IP or the other Loan Documents except those obligations Business not expressly set forth herein in this Agreement, including any projections or therein other information provided by or in any other express writing executed and delivered by such Credit Party and on behalf of Sellers relating to the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents Transactions or otherwise exists by virtue set forth in the Business Financial Information. Nothing in this Agreement shall, or shall be deemed to limit, any Party’s ability to make a claim or bring a cause of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Partiesaction for fraud.

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerXxxxxxxx, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.the

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent, the Syndication Agent and the Arrangers.