Common use of Access to Information; Sophistication Clause in Contracts

Access to Information; Sophistication. The Purchaser represents ------------------------------------- and warrants that (i) he is familiar with the business and financial condition, --- properties, operations and prospects of the Company and that he has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he deems necessary, (ii) ---- his knowledge and experience in financial and business matters is such that he is capable of evaluating the merits and risk of the investment in the Shares and (iii) he has carefully reviewed the terms and provisions of the Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Purchaser represents and warrants that (i) --- no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he has relied upon his own independent appraisal and ---- investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he will ----- continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in the Company.

Access to Information; Sophistication. The Purchaser represents ------------------------------------- and warrants that (i) he is familiar with the business and financial condition, --- - properties, operations and prospects of the Company and that he has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he deems necessary, (ii) ---- -- his knowledge and experience in financial and business matters is such that he is capable of evaluating the merits and risk of the investment in the Shares and (iii) he has carefully reviewed the --- terms and provisions of the Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Purchaser represents and warrants that (i) --- no representation or - warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he has relied upon his own independent appraisal and ---- -- investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he will ----- --- continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in the Company. For purposes of this Section 3 (d), the Company includes each of the businesses to be acquired by the Company on the date hereof.

Access to Information; Sophistication. The Purchaser represents ------------------------------------- and warrants that (i) he Purchaser is familiar with the business and financial - condition, --- properties, operations and prospects of the Company and that he that, it has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he Purchaser deems necessary, (ii) ---- his Purchaser's knowledge and experience in financial and business matters is -- such that he Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) he Purchaser has carefully reviewed the terms --- and provisions of the Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Purchaser represents and warrants that (i) --- no representation or warranty, - express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him it by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he Purchaser has relied -- upon his Purchaser's own independent appraisal and ---- investigation, and the advice of his Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he Purchaser will ----- continue to bear sole --- responsibility for making his its own independent evaluation and monitoring of the risks of his Purchaser's investment in the Company.

Access to Information; Sophistication. The Purchaser represents ------------------------------------- and warrants that (i) he is familiar with the business and financial condition, --- - properties, operations and prospects of the Company and that he has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he deems necessary, (ii) ---- -- his knowledge and experience in financial and business matters is such that he is capable of evaluating evaluat- ing the merits and risk of the investment in the Shares and (iii) he has --- carefully reviewed the terms and provisions of the Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Purchaser represents and warrants that (i) --- no - representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he has relied upon his own independent appraisal and ---- -- investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he will ----- --- continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in the Company.

Access to Information; Sophistication. The Purchaser represents ------------------------------------- and warrants that (i) he Purchaser is familiar with the business and financial --- condition, --- properties, operations and prospects of the Company and that he that, it has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he Purchaser deems necessary, (ii) ---- his Purchaser's knowledge and experience in financial and business matters is ---- such that he Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) he Purchaser has carefully reviewed the terms ----- and provisions of the Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Purchaser represents and warrants that (i) --- no representation or warranty, --- express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him it by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he Purchaser has relied ---- upon his Purchaser's own independent appraisal and ---- investigation, and the advice of his Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he Purchaser will ----- continue to bear sole ----- responsibility for making his its own independent evaluation and monitoring of the risks of his Purchaser's investment in the Company.

Access to Information; Sophistication. The Each Purchaser represents ------------------------------------- and warrants that (i) he such Purchaser is familiar with the business and financial condition, --- properties, operations and prospects of the Company and that he it has had, during the course of the transactions contemplated hereby, the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that he such Purchaser deems necessary, (ii) ---- his such Purchaser's knowledge -- and experience in financial and business matters is such that he such Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) he such Purchaser has carefully reviewed the terms and provisions of the --- Stockholders ----- Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the each Purchaser represents and warrants that (i) --- no representation or warranty, express or implied, whether - written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to him such Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) he such Purchaser has relied upon his -- such Purchaser's own independent appraisal and ---- investigation, and the advice of his such Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) he such Purchaser will ----- continue to --- bear sole responsibility for making his its own independent evaluation and monitoring of the risks of his its investment in the Company. For purposes of this Section 3 (d), the Company includes each of the businesses to be acquired by the Company on the Closing Date.