Common use of ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION Clause in Contracts

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. (a) Each TWC Member receiving Parent Stock in the Merger represents and warrants that (i) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; and (ii) he can afford to suffer the complete loss of such Parent Stock; (b) Except for Xxxx Xxxxxx, each such TWC Member receiving Parent Stock in the Merger further represents that (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Private Placement Memorandum of Parent dated as of September 15, 1998, (the "Memorandum"); (B) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined); and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger; and (c) Xxxx Xxxxxx further represents that, either alone or with the Purchaser representative, (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Memorandum; (B) has carefully examined the Memorandum and has had the opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries; and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. (a) Each TWC Member receiving Parent Stock in the Merger W & L Shareholder represents and warrants that (i) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; and (ii) he can afford to suffer the complete loss of such Parent Stock; (b) Except for Xxxx Xxxxxx, each such TWC Member receiving Parent Stock in the Merger Xxxxxxxx further represents that (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Private Placement Memorandum of Parent dated as of September 15June 26, 1998, 1998 (the "Memorandum"); (B) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined); and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger; and (c) Xxxx Xxxxxx Xxxxxxx further represents that, either alone or with the Purchaser representative, (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Memorandum; (B) has carefully examined the Memorandum and has had the an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries; and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. (a) Each TWC Member Pantheon Shareholder receiving Parent Stock in the Merger represents and warrants that (i) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; and (ii) he can afford to suffer the complete loss of such Parent Stock; (b) Except for Xxxx Xxxxxx, each such TWC Member receiving Parent Stock in Each of the Merger Pantheon Shareholders further represents that (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Private Placement Memorandum of Parent dated as of September 158, 1998, as amended (the "Memorandum"); (B) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined); and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger; and (c) Xxxx Xxxxx Xxxxxx further represents that, either alone or with the Purchaser representative, (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Memorandum; (B) has carefully examined the Memorandum and has had the an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries; and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. (a) Each TWC Member receiving Parent Stock in the Merger Digital Shareholder represents and warrants that (i) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; and (ii) he can afford to suffer the complete loss of such Parent Stock; (b) Except for Xxxx Xxxxxx, each such TWC Member receiving Parent Stock in the Merger Each Digital Shareholder identified on Schedule 4.31 hereto as an accredited investor further represents ------------- that (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Private Placement Memorandum of Parent dated as of September 15February 27, 1998, as revised as of May 5, 1998 (the "Memorandum"); , (B) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined); , and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger; and (c) Xxxx Xxxxxx Each Digital Shareholder identified on Schedule 4.31 hereto as not an accredited investor further ------------- represents that, either alone or with the Purchaser representative, (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Memorandum; , (B) has carefully examined the Memorandum and has had the an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries; , and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. (a) Each TWC Member receiving Parent Stock in the Merger LMP Principal Shareholder, and each 4.31 Optionholder, represents and warrants that (i) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder directly or indirectly in connection with the Merger for an indefinite period; and (ii) he can afford to suffer the complete loss of such Parent Stock; (b) Except for Xxxx XxxxxxEach LMP Principal Shareholder, and each such TWC Member receiving Parent Stock in the Merger 4.31 Optionholder identified on Schedule 4.31 hereto as an -------------------------- accredited investor, further represents that (i) he has been granted the -------------------- opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock (in the case of each such 4.31 Optionholder, the Parent Securities) and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent StockStock or Parent Securities, as the case may be; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Private Placement Memorandum of Parent dated as of September 154, 1998, 1998 (the "Memorandum"); (B) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined); and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger; and (c) Xxxx Xxxxxx Xxxxxxxx further represents that, either alone or with the Purchaser representative, (i) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the Parent Stock Securities and to obtain any additional information that he deems necessary; (ii) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent StockSecurities; (iii) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (iv) he (A) has reviewed the Memorandum; (B) has carefully examined the Memorandum and has had the an opportunity to ask questions of, and receive answers from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries; and (C) does not require additional information regarding Parent or its Subsidiaries in connection with the Merger.