Common use of Purchasers’ Reliance Clause in Contracts

Purchasers’ Reliance. The Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof and not just a division of the Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Each Originator acknowledges that the Administrative Agent Agent, the Purchaser Agents and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the such Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the such Originator and any Affiliates thereof and not just a division of the such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-1.1502- 33(d) and 1.1552-1.

Purchasers’ Reliance. The Such Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the such Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the such Originator and any Affiliates thereof and not just a division of the such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Such Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the Originator Insight Enterprises, Inc. and any Affiliates thereof, including each of the Originators (each an “Insight Entity”). Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof such Insight Entity and not just a division of the Originator or any such Affiliatean Insight Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Such Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer▇▇▇▇▇’s identity as a legal entity that is separate from the such Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the such Originator and any Affiliates thereof and not just a division of the such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1. (i) Collections.

Purchasers’ Reliance. The Originator Seller acknowledges that the Administrative Agent Agent, the Managing Agents and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the Originator Seller and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the Originator will Seller shall take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent or any Managing Agent, as Buyer’s collateral assigneeassignees) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Originator Seller and any Affiliates thereof and not just a division of the Originator or any such AffiliateSeller. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Originator Seller (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by BuyerBuyer from Seller, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Originator Seller and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Each Originator acknowledges that the Administrative Agent and the -------------------- Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from the each Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the each Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Collateral Agent or any Managing Agent, as Buyer’s collateral 's assignee) may from time to time reasonably request request, to maintain Buyer’s 's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the any Originator and any Affiliates thereof and not just a division of the Originator or any such AffiliateOriginator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the each Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the -------------- Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’sarm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502(S)(S)1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Originator acknowledges that the Administrative Agent and the Purchasers are entering into Into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from the Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof and not just a division of the Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Such Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer▇▇▇▇▇’s identity as a legal entity that is separate from the such Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the such Originator and any Affiliates thereof and not just a division of the such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax 765800784 14448925 15 4871-5521-5052, v.3 liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Such Originator acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from the Originator Plexus Corp. and any Affiliates thereof, including each of the Originators. Therefore, from and after the date of execution and delivery of this Agreement, the such Originator will take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent, as Buyer’s collateral assignee) any assignee of Buyer may from time to time reasonably request to maintain Buyer’s 's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the such Originator and any Affiliates thereof and not just a division of the such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the such Originator and Buyer on an arm’sarm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502ss.ss.1.1502-33(d) and 1.1552-1.

Purchasers’ Reliance. The Originator acknowledges that the Administrative Agent Agent, the Managing Agents and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from the Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the Originator will shall take all reasonable steps including, without limitation, all steps that Buyer (or the Administrative Agent or any Managing Agent, as Buyer’s collateral assignee's assignees) may from time to time reasonably request to maintain Buyer’s 's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof and not just a division of the Originator or any such AffiliateOriginator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by BuyerBuyer from Originator, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the 15 Originator and Buyer on an arm’sarm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§Sections 1.1502-33(d) and 1.1552-1.