Common use of Certain Acknowledgments Clause in Contracts

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch Bxxxxxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch Bxxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch Bxxxxxxxx LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Party Unitholder shall be deemed to acknowledge to Holdings the Investors as follows: (a) the determination of such Party Unitholder to exchange Interests pursuant to a Merger acquire Units in connection with this Agreement or any other agreement has been made by such Party Unitholder independent of any Party other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties LLC and its Subsidiaries which may have been made or given by any Party other Unitholder or by any agent or employee of any Partyother Unitholder, (b) no Party other Unitholder has acted as an agent of such Party Unitholder in connection with making its investment hereunder and that no Party other Unitholder shall be acting as an agent of such Party Unitholder in connection with monitoring such Party’s its investment hereunder, (c) Holdings has the Investors have retained Husch Bxxxxxxxx Xxxxxx & Xxxxxxx LLP in connection with the transactions contemplated hereby and expects expect to retain Husch Bxxxxxxxx Xxxxxx & Xxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityLLC and its Subsidiaries, (d) Husch Bxxxxxxxx Xxxxxx & Xxxxxxx LLP is not representing and will not represent any Party or any affiliated principal other Unitholder in connection with the transactions transaction contemplated hereby or any dispute which may arise between Holdingsthe Investors, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand, and (e) such Party or affiliated principal Unitholder will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel, and (f) Husch Bxxxxxxxx Xxxxxx & Xxxxxxx LLP may represent Holdings Investors (or any of their respective Affiliates (including, for the avoidance of doubt, the LLC and its Affiliates Subsidiaries) in connection with any and all matters contemplated hereby (including any dispute between Holdingsthe Investors, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand) and such Party or affiliated principal Unitholder waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx Xxxxxx & Xxxxxxx LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings and Buyer as follows: (a) the determination of such Party to exchange Interests pursuant to a Merger sell Shares in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has and Buyer have retained Husch Bxxxxxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityTarget Company, (d) Husch Bxxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between HoldingsHoldings and Buyer, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch Bxxxxxxxx LLP may represent Holdings Holdings, Buyer or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between HoldingsHoldings and Buyer, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Party Unitholder shall be deemed to acknowledge to Holdings the GTCR Investors as follows: (a) the determination of such Party Unitholder to exchange Interests pursuant to a Merger acquire Units in connection with this Agreement or any other agreement has been made by such Party Unitholder independent of any Party other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties Company and its Subsidiaries which may have been made or given by any Party other Unitholder or by any agent or employee of any Partyother Unitholder, (b) no Party other Unitholder has acted as an agent of such Party Unitholder in connection with making its investment hereunder and that no Party other Unitholder shall be acting as an agent of such Party Unitholder in connection with monitoring such Party’s its investment hereunder, (c) Holdings has each of the GTCR Investors and the Company have retained Husch Bxxxxxxxx Kxxxxxxx & Exxxx LLP in connection with the transactions contemplated hereby and expects expect to retain Husch Bxxxxxxxx Kxxxxxxx & Exxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityCompany and its Subsidiaries, (d) Husch Bxxxxxxxx Kxxxxxxx & Exxxx LLP is not representing and will not represent any Party or any affiliated principal other Unitholder in connection with the transactions transaction contemplated hereby or any dispute which may arise between Holdingsthe GTCR Investors and/or the Company, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand, and (e) such Party or affiliated principal Unitholder will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel, and (f) Husch Bxxxxxxxx Kxxxxxxx & Exxxx LLP may represent Holdings the GTCR Investors (or any of its Affiliates their Affiliates) and/or the Company in connection with any and all matters contemplated hereby (including any dispute between Holdingsthe GTCR Investors or the Company, on the one hand, and any Party other Unitholder or any affiliated principalthe Company, on the other hand) and the Company and such Party or affiliated principal Unitholder waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx Kxxxxxxx & Exxxx LLP. Except as otherwise expressly agreed by Kxxxxxxx & Exxxx LLP in writing, no subsequent attorney/client or other relationship between Kxxxxxxx & Exxxx LLP and a Unitholder (other than the GTCR Investors and their Affiliates) shall give such Unitholder a right to object to Kxxxxxxx & Exxxx LLP's continuing role as counsel to the Company, the GTCR Investors or any of their respective Affiliates, including on the basis that Kxxxxxxx has represented the Company. It is intended that Kxxxxxxx & Exxxx LLP shall be entitled to obtain enforcement of this Section 13.21, and this Section 13.21 shall be treated as a supplement to, and not a substitution or replacement for, any other waiver, consent or other agreement provided to Kxxxxxxx & Exxxx LLP by any Person.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests Shares pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch Bxxxxxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch Bxxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch Bxxxxxxxx LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a Joinder Agreement to this Agreement, each Party Partner shall be deemed to acknowledge to Holdings the Partnership as follows: (a) the determination of such Party Partner to exchange Interests acquire Units pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party Partner independent of any Party other Partner and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties Partnership which may have been made or given by any Party other Partner or by any agent or employee of any Party, other Partner; (b) no Party other Partner has acted as an agent of such Party Partner in connection with making its investment hereunder and that no Party other Partner shall be acting as an agent of such Party Partner in connection with monitoring such Party’s its investment hereunder, ; (c) Holdings the Partnership has retained Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, Partnership; (d) Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP is not representing and will not represent any Party or any affiliated principal Partner in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principalrelated thereto, on the other hand, and ; (e) such Party or affiliated principal Partner will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel; and (f) Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP may represent Holdings or any of its Affiliates the Partnership in connection with any and all matters contemplated hereby (including including, without limitation, any dispute between Holdingsthe Partnership, on the one hand, and any Party or any affiliated principalPartner, on the other hand) and such Party or affiliated principal Partner waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP.. * * * * *

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a Joinder Agreement to this Agreement, each Party Member shall be deemed to acknowledge to Holdings the Company as follows: (a) the determination of such Party Member to exchange Interests acquire Units pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party Member independent of any Party other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties Company which may have been made or given by any Party other Member or by any agent or employee of any Party, other Member; (b) no Party other Member has acted as an agent of such Party Member in connection with making its investment hereunder and that no Party other Member shall be acting as an agent of such Party Member in connection with monitoring such Party’s its investment hereunder, ; (c) Holdings the Company has retained Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, Company; (d) Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP is not representing and will not represent any Party or any affiliated principal Member in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principalrelated thereto, on the other hand, and ; (e) such Party or affiliated principal Member will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel; and (f) Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP may represent Holdings or any of its Affiliates the Company in connection with any and all matters contemplated hereby (including including, without limitation, any dispute between Holdingsthe Company, on the one hand, and any Party or any affiliated principalMember, on the other hand) and such Party or affiliated principal Member waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx XxXxxxxxx Will & Xxxxx LLP.. * * * * *

Certain Acknowledgments. Upon execution (a) VIH acknowledges that except as provided in Articles VI, VII and delivery IX, neither the Group Companies, Holdco and Merger Sub, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, Shareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to VIH or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to VIH or its Affiliates. Without limiting the foregoing and notwithstanding anything contained in this Agreement, VIH and any of its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that VIH has made its own investigation of the Target Company, Holdco, and Merger Sub and that neither the Target Company, Holdco, Merger Sub, nor any of their respective Affiliates, Shareholders, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Target Company pursuant to Article VI, the Shareholders pursuant to Article VII, and Holdco and Merger Sub pursuant to Article IX, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a counterpart particular purpose or trade as to any of the assets of the Target Company, Holdco or Merger Sub. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any electronic data site (whether or not accessed by VIH or its representatives) or reviewed by VIH pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to VIH or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Target Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article VI of this Agreement. Except as otherwise expressly set forth in this Agreement, VIH understands and agrees that any assets, properties and business of the Target Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article VI, with all faults and without any other representation or warranty of any nature whatsoever. VIH hereby disclaims reliance upon any express or implied representations or warranties of any nature made by Target Company, Holdco, Merger Sub, the Shareholders or their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to representatives, except for those set forth in Articles VI, VII and IX and in any Ancillary Documents or certificates delivered by Target Company, Holdco, Merger Sub or Shareholders pursuant to this Agreement. VIH specifically acknowledges that they have not relied upon, and agree to Target Company’s, Holdco’s, Merger Sub’s and Shareholders’ disclaimer of, any representations or warranties other than those set forth in Articles VI, VII and IX and in any Ancillary Documents or certificates delivered by Target Company, Holdco, Merger Sub or Shareholders pursuant to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests pursuant to a whether made by either Target Company, Holdco, Merger in connection with this Agreement Sub, Shareholders or any other agreement has been made by such Party independent of their respective Affiliates or representatives, and releases Target Company, Holdco, Merger Sub, Shareholders and their respective related parties from all liability and responsibility related to any Party and independent of representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to VIH, its Affiliates or representatives (including any statements opinion, information, projection, or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which advice that may have been made or given may be provided to any group company, any stockholder, or their respective Affiliates or representatives by any Party or by any agent or employee of any PartyTarget Company, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunderHoldco, (c) Holdings has retained Husch Bxxxxxxxx LLP in connection with Merger Sub, the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch Bxxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch Bxxxxxxxx LLP may represent Holdings Shareholders or any of its Affiliates or representatives), other than those set forth in connection Articles VI, VII and IX and in any Ancillary Documents or certificates delivered by Target Company, Holdco, Merger Sub or the Shareholders pursuant to this Agreement. VIH specifically acknowledges and agrees that, without limiting the generality of this Section 13.20, neither the Group Companies, Holdco, Merger Sub, the Shareholders, nor any of their respective Affiliates or representatives has made any representation or warranty with respect to any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party projections or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx LLPfuture forecasts.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Party Unitholder shall be deemed to acknowledge to Holdings the Investors as follows: (a) the determination of such Party Unitholder to exchange Interests pursuant to a Merger acquire Units in connection with this Agreement or any other agreement has been made by such Party Unitholder independent of any Party other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties Company and its Subsidiaries which may have been made or given by any Party other Unitholder or by any agent or employee of any Partyother Unitholder, (b) no Party other Unitholder has acted as an agent of such Party Unitholder in connection with making its investment hereunder and that no Party other Unitholder shall be acting as an agent of such Party Unitholder in connection with monitoring such Party’s its investment hereunder, (c) Holdings has the Investors have retained Husch Bxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP in connection with the transactions contemplated hereby and expects expect to retain Husch Bxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityCompany and its Subsidiaries, (d) Husch Bxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal other Unitholder in connection with the transactions transaction contemplated hereby or any dispute which may arise between Holdingsthe Investors, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand, and (e) such Party or affiliated principal Unitholder will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel, and (f) Husch Bxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP may represent Holdings the Investors (or any of its Affiliates their Affiliates) in connection with any and all matters contemplated hereby (including any dispute 69 between Holdingsthe Investors, on the one hand, and any Party other Unitholder or any affiliated principalthe Company, on the other hand,) and the Company and such Party or affiliated principal Unitholder waives any conflict of interest in connection with such representation by Husch Bxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests Shares pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch Bxxxxxxxx LLP in connection with the transactions contemplated hereby and expects to retain Husch Bxxxxxxxx LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch Bxxxxxxxx LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch Bxxxxxxxx LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch Hxxxx Bxxxxxxxx LLP.