Common use of Certain Acknowledgments Clause in Contracts

Certain Acknowledgments. (a) Each Party acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of the LPA and does hereby forever waive, release and discharge Topco Parent to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection with the distribution of Company Shares by Topco Parent to its limited partners in accordance with the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 of the LPA have been rounded up or rounded down in the discretion of the board of managers of Topco Parent to ensure that the number of issued and outstanding Company Shares will be the same as the number disclosed in connection with the IPO. Notwithstanding such rounding, the Stockholders acknowledge and agree that such rounding is permitted under Section 4.01 and Article XIII of the LPA and Topco Parent shall have no liability for such rounding. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist.

Certain Acknowledgments. (a) Each Party The Company acknowledges and agrees that Topco Parent has fully satisfied its obligations under the Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the Allocation Schedule to be delivered to Acquiror in connection with the Company Closing Statement pursuant to Section 9.02 4.02(b) and such allocation (i) will be in accordance with the Governing Documents of the LPA Company and does hereby forever waive, release this Agreement; (ii) will set forth (A) the number and discharge Topco Parent class of Equity Securities owned by each Pre-Closing Holder and (B) the portion of the Merger Consideration allocated to each Pre-Closing Holder in accordance with this Agreement; and (iii) notwithstanding anything in this Agreement to the fullest extent permitted by law from any contrary, in no event shall the aggregate consideration payable in connection with the Transactions in respect of all outstanding shares of Company Stock, Company Warrants, Company Options and all actionsCompany Restricted Share Units exceed a number of shares of Domesticated Acquiror Common Stock (including the Net Acquiror Warrant Shares and Net Acquiror Option Shares) equal to the Closing Share Consideration. Notwithstanding anything in this Agreement to the contrary, causes of actionupon delivery, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues payment and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 issuance of the LPA. (bMerger Consideration on the Closing Date in accordance with Section 3.03(a) Each Party and completion of the transactions contemplated with respect to Company Options in Section 3.05, the Company acknowledges and agrees that in connection Acquiror and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the distribution payment of the Closing Share Consideration, and none of them shall have (I) any further obligations to any Pre-Closing Holder with respect to the payment of any consideration under this Agreement (including with respect to the payment of the Merger Consideration), (II) any further obligations to any holder of Company Shares by Topco Parent Warrants with respect to its limited partners in accordance the payment of any consideration under this Agreement (including with respect to the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 payment of the LPA have been rounded up or rounded down in Net Acquiror Warrant Shares), (III) any further obligations to any holder of Company Options with respect to the discretion payment of any consideration under this Agreement (including with respect to the payment of the board Net Acquiror Option Shares), (IV) any further obligations to any holder of managers Company Restricted Share Units with respect to the payment of Topco Parent any consideration under this Agreement or (V) any liability with respect to ensure that the number allocation of issued the consideration under this Agreement, and outstanding the Company Shares will be hereby irrevocably waives and releases Acquiror and its Affiliates (including, on and after the same as the number disclosed in connection with the IPO. Notwithstanding such roundingClosing, the Stockholders acknowledge Surviving Corporation and agree that such rounding is permitted under Section 4.01 and Article XIII its Affiliates) from all claims arising from or related to the allocation of the LPA and Topco Parent shall have no liability for such roundingMerger Consideration among each Pre-Closing Holder. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist.

Certain Acknowledgments. The Parties acknowledge and agree that (ai) Each Party acknowledges there is no guarantee that any True Up will be achieved in accordance with this Section 3.5; (ii) except as set forth in clause (vi) of this Section 3.5(l), following the Closing, the Buyer Parties will have the authority and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 freedom to operate the Company Group free from any restrictions or obligations, express or implied; (iii) neither the Buyer Parties nor any of their respective Affiliates (including the Company Group) or Representatives is making, and Sellers are not relying upon, any representations or warranties with respect to the results of operations of the LPA Company Group following the Closing or with respect to any estimates or projections prepared by the Buyer Parties or their respective Affiliates or Representatives with respect to such results of operations; (iv) the Parties’ relationship and does hereby forever waiveobligations in respect of the subject matter of this Section 3.5 and Buyer’s obligation, release and discharge Topco if any, to issue additional Parent Shares to Sellers pursuant to the fullest extent permitted FY2021 Upward True Up and Buyer’s rights, if any, to redeem Parent Shares pursuant to the FY2021 Downward True Up or the FY2022 Downward True Up will be solely governed by law from the express provisions of this Agreement and the FY2021 Upward True Up (if any) is not itself a security; (v) following the Closing, the Buyer Parties shall maintain separate books and records for the Company Group as necessary to enable Sellers’ Representative to review the 2022 True Up Statement and the calculations of FY2022 Revenue set forth therein, in each case in accordance with this Agreement; and (vi) the Buyer Parties shall not, directly or indirectly, take any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection actions with the distribution primary intent of Company Shares by Topco Parent to its limited partners avoiding or reducing any True Up hereunder. Until such time as the True Up has been finally resolved in accordance with the LPAterms of this Section 3.5, fractional the Buyer shall and shall cause its Affiliates, including the Company Shares that would otherwise have been distributable Group, to Stockholders in accordance with Section 4.01 provide reasonable access to the senior management of the LPA have been rounded up or rounded down in Company Group and such information concerning the discretion businesses of the board Company Group as Sellers’ Representative or any of managers its Representatives may reasonably request for purposes of Topco Parent reviewing the performance of the Company Group, provided, the Sellers’ Representative shall not be entitled to ensure that the number of issued and outstanding Company Shares will be the same as the number disclosed more than four (4) such meetings or requests for information in connection with the IPOany one fiscal year. Notwithstanding such roundingthe foregoing, if Parent or any of its Subsidiaries (including the Stockholders acknowledge Company Group) effects any Acceleration Event with respect to the Company Group, then (x) the transfer restrictions set forth in Section 2.7(a) and agree that such rounding is permitted under Section 4.01 and Article XIII 2.7(c) with respect to any of the LPA remaining Lock-Up Shares shall terminate and Topco Parent shall have take such actions to remove any stop transfer instructions with its transfer agent and registrar and shall provide Sellers’ Representative with notice of such removal and (ii) there shall be no liability for such rounding. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution further True-Ups pursuant to this Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist3.5.

Certain Acknowledgments. (a) Each Party acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of the LPA and does hereby forever waive, release and discharge Topco Parent to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection with the distribution of Company Shares by Topco Parent to its limited partners in accordance with the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 of the LPA have been rounded up or rounded down in to the discretion of the board of managers of Topco Parent to ensure that the number of issued and outstanding nearest whole Company Shares will be the same as the number disclosed in connection with the IPOShare. Notwithstanding such rounding, the Stockholders acknowledge and agree that such rounding is permitted under Section 4.01 and Article XIII of the LPA and Topco Parent shall have no liability for such rounding. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist.

Certain Acknowledgments. (a) Each Party The Company acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of any failure, refusal or inability by the LPA and does hereby forever waive, release and discharge Topco Parent to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection with the distribution of Company Shares by Topco Parent to its limited partners in accordance with the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 of the LPA have been rounded up or rounded down described in the discretion of foregoing paragraphs (i) through (iv) and paragraph (vi) will cause the board of managers of Topco Parent Holders to ensure suffer damages in an amount that the number of issued and outstanding Company Shares will be difficult to ascertain, including without limitation damages resulting from the same as loss of liquidity in the number disclosed Registrable Securities and the additional investment risk in connection with holding the IPORegistrable Securities. Notwithstanding such roundingAccordingly, the Stockholders parties agree that it is appropriate to include in this Agreement the foregoing provisions for Default Payments and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the Default Payments and mandatory redemptions set forth above represent the parties' good faith effort to quantify such rounding is permitted under Section 4.01 damages and, as such, agree that the form and Article XIII amount of such Default Payments and mandatory redemptions are reasonable and will not constitute a penalty. The parties agree that the provisions of this clause (viii) consist of certain acknowledgments and agreements concerning the remedies of the LPA Holders set forth in clauses (i) through (iv) and Topco Parent shall have no liability paragraph (vi) of this paragraph; nothing in this clause (viii) imposes any additional default payments and mandatory redemptions for such roundingviolations under this Agreement. (c) Each Stockholder acknowledges and agrees that on or prior If the Holder(s) intend to distribute the Registrable Securities by means of an underwriting, the Holder(s) shall so advise the Company. Any such underwriting may only be administered by investment bankers reasonably satisfactory to the Company. (d) The Company shall enter into such customary agreements for secondary offerings (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions reasonably requested by the Holders in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities. In the event that the offering in which the Registrable Securities are to be sold is deemed to be an underwritten offering or an Investor selling Registrable Securities is deemed to be an underwriter, the Company shall: (i) make such representations and warranties to the Holders and the underwriter or underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in secondary offerings; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of independent counsel to the Company, on and dated as of the effective day (or in the case of an underwritten offering, dated the date hereofof delivery of any Registrable Securities sold pursuant thereto) of the Registration Statement, and within ninety (90) days following the end of each fiscal year thereafter, which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Holders and the underwriter(s), if any, and their counsel and covering, without limitation, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist.matters as the

Certain Acknowledgments. (a) Each Party acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of the LPA Issuer and does hereby forever waive, release and discharge Topco Parent the Collateral Manager acknowledges that CFPI or its Affiliates may be providing financing or other services to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 parties whose interests may conflict with those of the LPACollateral Manager or the Issuer or entering into transactions in the Collateral Manager’s preferred or common stock or other securities for the account of CFPI or an Affiliate of CFPI or for the account of customers. Each of the Issuer and the Collateral Manager waives any claim against CFPI or its Affiliates based on any conflict of interest that might arise due to CFPI’s or its Affiliates’ role as provider of services hereunder or as a participant in or provider of financing or structuring services similar to those provided pursuant to this Agreement to other parties. (b) Each Party of the Issuer and the Collateral Manager acknowledges and agrees that (i) CFPI is not acting as a fiduciary, advisor or agent in connection with this Agreement; (ii) it is not relying on the distribution advice of Company Shares CFPI for legal, regulatory, financial, accounting, tax or investment matters, but instead is seeking and will rely on the advice of its own professionals and advisors for such matters; (iii) the Collateral Manager will make its own independent analysis and decision regarding the pricing and valuation of Portfolio Obligations; (iv) the Collateral Manager will determine, without reliance upon CFPI, the economic risks and merits as well as the legal, regulatory, tax and accounting characterizations and consequences of its entering into this Agreement and all transactions thereunder with respect to it and its Affiliates, including any hedge transactions, and it and they will be capable of assuming such risks; and (v) CFPI may, whether by Topco Parent virtue of the types of relationships described herein or otherwise, at the date hereof or at any time hereafter, be in possession of information regarding the Portfolio Obligations that is or may be material and that may or may not be publicly available or known to the other party, and it is not obligated to disclose to the Collateral Manager or the Issuer any such information (whether or not confidential). Each of the Issuer and the Collateral Manager acknowledges that CFPI is not in the business of providing tax advice, that the Collateral Manager or the Issuer, as the case may be, has received tax advice from its limited partners in accordance with the LPA, fractional Company Shares own tax advisors (or has appropriate expertise to assess any tax risks) and that would otherwise its senior executives at appropriate management positions have been distributable apprised of such tax advice or assessment (and, if applicable, any tax risks) and CFPI’s disclaimers relating to Stockholders in accordance with Section 4.01 tax matters. Nothing herein shall give rise to any liability or responsibility on the part of CFPI for the success or anticipated benefits of the LPA have been rounded up or rounded down in the discretion of the board of managers of Topco Parent to ensure that the number of issued and outstanding Company Shares will be the same as the number disclosed in connection with the IPO. Notwithstanding such rounding, the Stockholders acknowledge and agree that such rounding is permitted under Section 4.01 and Article XIII of the LPA and Topco Parent shall have no liability for such roundingtransactions contemplated hereby. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA Issuer and the Collateral Manager acknowledges that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all any of the assets services to be rendered by CFPI hereunder may be performed by CFPI or any of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following its Affiliates; provided that CFPI shall remain responsible for its obligations hereunder notwithstanding such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to existdelegation.

Certain Acknowledgments. (a) Each Party The Company acknowledges and agrees that Topco Parent has fully satisfied its obligations under the Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the Allocation Schedule to be delivered to Acquiror in connection with the Company Closing Statement pursuant to Section 9.02 4.02(b) and such allocation (i) will be in accordance with the Governing Documents of the LPA Company and does hereby forever waive, release this Agreement; (ii) will set forth (A) the number and discharge Topco Parent class of Equity Securities owned by each Pre-Closing Holder and (B) the portion of the Merger Consideration allocated to each Pre-Closing Holder in accordance with this Agreement; and (iii) notwithstanding anything in this Agreement to the fullest extent permitted by law from any contrary, in no event shall the aggregate consideration payable in connection with the Transactions in respect of all outstanding shares of Company Stock, Company Options exceed a number of shares of Acquiror Common Stock (including the Net Acquiror Option Shares) equal to the Closing Share Consideration. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 issuance of the LPA. (bMerger Consideration on the Closing Date in accordance with Section 3.03(a) Each Party and completion of the transactions contemplated with respect to Company Options in Section 3.06, the Company acknowledges and agrees that in connection Acquiror and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the distribution payment of the Closing Share Consideration, and none of them shall have (I) any further obligations to any Pre-Closing Holder with respect to the payment of any consideration under this Agreement (including with respect to the payment of the Merger Consideration), (II) any further obligations to any holder of Company Shares by Topco Parent Options with respect to its limited partners in accordance the payment of any consideration under this Agreement (including with respect to the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 payment of the LPA have been rounded up Net Acquiror Option Shares) or rounded down in (III) any liability with respect to the discretion allocation of the board of managers of Topco Parent to ensure that consideration under this Agreement, and the number of issued Company hereby irrevocably waives and outstanding Company Shares will be releases Acquiror and its Affiliates (including, on and after the same as the number disclosed in connection with the IPO. Notwithstanding such roundingClosing, the Stockholders acknowledge Surviving Entity and agree that such rounding is permitted under Section 4.01 and Article XIII its Affiliates) from all claims arising from or related to the allocation of the LPA and Topco Parent shall have no liability for such roundingMerger Consideration among each Pre-Closing Holder. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will enter into dissolution following such distribution pursuant to Section 10.01 of the LPA. Each Stockholder further acknowledges and agrees that following the dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will be canceled by a filing with the Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for no consideration and Topco Parent shall cease to exist.