Common use of Certain Acknowledgements Clause in Contracts

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent, the Other Agents and the Arrangers.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.acting

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.the

Certain Acknowledgements. The Borrower (a) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company in Article IV (as modified by the Company Disclosure Schedule), and the certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b), and any representations or warranties other than those set forth in Article IV (as modified by the Company Disclosure Schedule) and certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b) are hereby disclaimed and waived. Each of Parent and ▇▇▇▇▇▇ Sub hereby acknowledges and agrees that to such disclaimer and waiver of any representations or warranties beyond those expressly given by the Company in Article IV (aas modified by the Company Disclosure Schedule) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b). Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that, except for the representations and warranties contained in Article IV and the certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b), the assets and the business of the Company and the Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. (b) Each of Parent and Merger Sub further acknowledges and agrees that none of the Company, the Unitholders, any of their Affiliates or any other Person will have or be subject to any Liability or indemnification obligation on any basis (including in contract or tort, under applicable federal or state securities Laws or otherwise) to Parent or any other Person resulting from the sharing with Parent, Merger Sub or its representatives, or Parent’s or Merger Sub’s use of any information, documents, projections, forecasts or other materials made available to Parent, Merger Sub or their representatives in the electronic data room established by or on behalf of the Company in connection with the Transactions or management presentations (or omissions therefrom) in expectation of the Transactions or otherwise. It is intended understood and Parent and Merger Sub acknowledge that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Parent or Merger Sub are not and shall not be deemed to be or to include representations and warranties (express or implied) of the Company, the Subsidiaries, their respective Affiliates or representatives or any other Person (including as to the accuracy or completeness of any such information), and no Person will have or be subject to any objection or Liability to Parent or the Surviving Company or any other Person resulting from the distribution to Parent or the Surviving Company or its representatives or Parent’s or Surviving Company’s use of, any such information. Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that they have conducted to their satisfaction, their own independent investigation of the condition, operations and business of the Company and the Subsidiaries and, in making their determination to proceed with the Transactions, Parent and ▇▇▇▇▇▇ Sub have relied on the results of their own independent investigation. Each of Parent and Merger Sub acknowledges that they are informed and sophisticated Persons, and have engaged advisors experienced in the evaluation and purchase of companies such as the Company and the Subsidiaries as contemplated hereunder. (c) In furtherance of the foregoing, and not in limitation thereof, Parent and Merger Sub specifically acknowledge and agree that none of the Company, the Unitholders or their respective Affiliates or any other Person makes or has been created in made any representation or warranty, express or implied, with respect to any financial projection, forward-looking statement, forecast, estimate and business plan information delivered to Parent or Merger Sub with respect to the performance of the Company or its Subsidiaries either before or after the Closing Date. Parent and Merger Sub acknowledge and agree, on its own behalf and on behalf of its former, current or future Affiliates, representatives or any of their respective assignees or successors or any former, current or future Affiliate, representative, assignee or successor of any of the transactions contemplated by this Agreement or foregoing, that (i) such projections, forward-looking statements, forecasts, estimates and business plan information are being provided solely for the other Loan Documents, irrespective convenience of whether Parent and Merger Sub to facilitate its own independent investigation of the Credit Parties have advised or are advising the Borrower on other matters, Company and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtorits Subsidiaries, (bii) the Credit Partiesthere are uncertainties inherent in attempting to make such projections, on the one handforward-looking statements, forecasts, estimates and the Borrowerbusiness plan information, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part (iii) Parent and Merger Sub are familiar with such uncertainties and (iv) Parent and Merger Sub are taking full responsibility for making its own evaluation of the Credit Partiesadequacy and accuracy of all projections, forward-looking statements, forecasts, estimates and business plan information (c) including the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions reasonableness of the transactions contemplated by this Agreement and the other Loan Documents, underlying assumptions). (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions Notwithstanding anything to the Borrowercontrary in this Section 5.8, nothing in this Section 5.8 shall be deemed to limit the rights of any named party to (eor third party beneficiary of) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or Transaction Document against any other Person, (g) none of named party to such Transaction Document in accordance with the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Partiesterms thereof.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent, the Syndication Agent and the Arrangers.

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower▇▇▇▇▇▇▇▇, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties.