Common use of No Partnership, Agency or Joint Venture Clause in Contracts

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Shareholder, on the one hand, and Parent, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "group" for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law. To the knowledge of Shareholder, Shareholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Company.

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Shareholderthe Stockholders, on the one hand, and Parentthe Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder each of the Stockholders (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "“group" ” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Lawlaw. To Each of the knowledge of Shareholder, Shareholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent in connection with the Merger Agreement and Stockholders has acted independently regarding its decision to enter into this Agreement and regarding its investment in the CompanyParent.

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Shareholderthe Stockholders, on the one hand, and Parentthe Company and the Members, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties Parties hereto. Without limiting the generality of the foregoing sentence, Shareholder each of the Stockholders (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Parent Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Parent Common Stock and (b) by entering into this Agreement does not intend to form a "“group" ” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law. To the knowledge of Shareholder, Shareholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Companylaw.

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between ShareholderStockholder, on the one hand, and ParentParent and Merger Sub, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder Stockholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "“group" ” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Lawlaw. To the knowledge of ShareholderExcept as set forth in Schedule II, Shareholder Stockholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent and Merger Sub in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the CompanyAgreement.

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between ShareholderStockholder, on the one hand, and Parentthe Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder each Stockholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "“group" ” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law. To the knowledge of Shareholdereach Stockholder, Shareholder such Stockholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent the Company in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Company. [Signature page to Voting and Support Agreement follows.]

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between ShareholderStockholder, on the one hand, and Parentthe Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder each Stockholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "group" for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law. To the knowledge of Shareholdereach Stockholder, Shareholder such Stockholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent the Company in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Company. [Signature page to Voting and Support Agreement follows.]

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Shareholder, on the one hand, and Parent, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory legaltheory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "group" for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law. To the knowledge of Shareholder, Shareholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Company.

No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between ShareholderStockholder, on the one hand, and ParentParent and Merger Sub, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence, Shareholder Stockholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a "“group" ” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Lawlaw. To the knowledge of Shareholder, Shareholder Stockholder is not affiliated with any other holder of Common Stock entering into a voting agreement with Parent and Merger Sub in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the CompanyAgreement.