Common use of Independent Analysis Clause in Contracts

Independent Analysis. 2.10.1 The Seller is an accredited investor, as defined in Rule 501 of the Securities Act. 2.10.2 The Seller acknowledges that the Buyer has not rendered any opinion or expressed any view to the Seller as to whether the sale of the Shares is prudent or suitable, and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement. 2.10.3 The Seller is a sophisticated investor with respect to the Shares and the transactions contemplated in this Agreement and it has adequate information concerning the business, condition (financial or otherwise), prospects and plans of the Buyer and its affiliates, and understands the disadvantages to which it may be subject on account of the disparity of information as between the parties. The Seller acknowledges, by reason of its business and financial experience, that it is capable of evaluating the merits and risks of the sale of the Shares and of protecting its own interests in connection with sale of the Shares. 2.10.4 The Seller acknowledges that the Buyer may possess material non-public information not known to the Seller regarding or relating to the Buyer or the Shares, including, but not limited to, information concerning the business, condition (financial or otherwise), prospects or plans of the Buyer. The Seller further acknowledges that neither the Buyer nor any of its affiliates shall have any liability whatsoever (and the Seller hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. In this regard, the Seller acknowledges that the transactions contemplated herein may be consummated during the “Blackout Period” under the Buyer’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which begins 14 days prior to the Buyer’s fiscal year end and ends 24 hours after the release of the Buyer’s financial results for such fiscal year (or, if such 24 hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released). 2.10.5 The Seller acknowledges that it has had access to all information regarding the Buyer and its business, condition (financial or otherwise), prospects and plans that it reasonably considers important in making its decision to sell the Shares, and it has had ample opportunity to ask questions of the appropriate persons concerning such matters. In this regard, the Seller acknowledges that it has had a preexisting business relationship with the Buyer of a nature and duration sufficient to make it aware of the business, condition (financial or otherwise), prospects and plans of the Buyer.

Independent Analysis. 2.10.1 The Seller is Buyer (i) has adequate information to make an accredited investor, as defined in Rule 501 informed decision regarding a purchase of the Securities Act. 2.10.2 The Seller acknowledges Shares as contemplated herein and (ii) has independently and without reliance upon the Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Buyer has not rendered any opinion or expressed any view to relied upon the Seller as to whether the sale of the Shares is prudent or suitableSeller’s express representations, warranties, covenants and indemnities in this Agreement. The Buyer acknowledges that the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement. 2.10.3 The Seller is a sophisticated investor with respect to the Shares and the transactions contemplated in this Agreement and it has adequate information concerning the business, condition (financial or otherwise), prospects and plans substantial shareholder of the Buyer and its affiliates, and understands has a representative on the disadvantages to which it may be subject on account board of directors of the disparity of information as between the parties. The Seller acknowledgesBuyer and, by reason of its business and financial experiencetherefore, that it is capable of evaluating the merits and risks of the sale of the Shares and of protecting its own interests in connection with sale of the Shares. 2.10.4 The Seller acknowledges that the Buyer may possess material non-public information not known to the Seller certain members of Buyer’s management regarding or relating to the Buyer or the Shares, including, but not limited to, information concerning the business, condition (financial or otherwise), prospects or plans of the Buyer. The Seller Buyer further acknowledges that neither the Buyer Seller nor any of its affiliates shall have any liability whatsoever (and the Seller Buyer hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. In this regard, the Seller Buyer acknowledges and agrees that the transactions contemplated herein may be consummated during the “Blackout Period” under the Buyer’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which begins 14 days prior to the Buyer’s fiscal year end and ends 24 hours after the release of the Buyer’s financial results for such fiscal year (or, if such 24 hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released). 2.10.5 . The Seller Buyer acknowledges that it the Seller has had access to all information regarding not given the Buyer and its business, condition (financial any investment advice or otherwise), prospects and plans that it reasonably considers important in making its decision to sell any other credit information or opinion on whether the Shares, and it has had ample opportunity to ask questions purchase of the appropriate persons concerning such matters. In this regard, the Seller acknowledges that it has had a preexisting business relationship with the Buyer of a nature and duration sufficient to make it aware of the business, condition (financial or otherwise), prospects and plans of the BuyerShares is prudent.

Independent Analysis. 2.10.1 The Seller is an accredited investor, as defined in Rule 501 of the Securities Act. 2.10.2 The Seller acknowledges that the Buyer has not rendered any opinion or expressed any view to the Seller as to whether the sale of the Shares is prudent or suitable, and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement. 2.10.3 The Seller is a sophisticated investor with respect to the Shares and the transactions contemplated in this Agreement and it has adequate information concerning the business, condition (financial or otherwise), prospects and plans of the Buyer and its affiliates, and understands the disadvantages to which it may be subject on account of the disparity of information as between the parties. The Seller acknowledges, by reason of its business and financial experience, that it is capable of evaluating the merits and risks of the sale of the Shares and of protecting its own interests in connection with sale of the Shares. 2.10.4 The Seller acknowledges that the Buyer may possess material non-public information not known to the Seller regarding or relating to ORIG, the Buyer or the Shares, including, but not limited to, information concerning the business, condition (financial or otherwise), prospects or plans of the Buyer. The Seller further acknowledges that neither the Buyer Buyer, ORIG nor any of its their respective affiliates shall have any liability whatsoever (and the Seller hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. In this regard, the Seller acknowledges that the transactions contemplated herein may be consummated during the “Blackout Period” under the Buyer’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which begins 14 days prior to the Buyer’s fiscal year end and ends 24 hours after the release of the Buyer’s financial results for such fiscal year (or, if such 24 hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released). 2.10.5 The Seller acknowledges that it has had access to all information regarding ORIG, the Buyer and its business, condition (financial or otherwise), prospects and plans that it reasonably considers important in making its decision to sell the Shares, and it has had ample opportunity to ask questions of the appropriate persons concerning such matters. In this regard, the Seller acknowledges that it has had a preexisting business relationship with ORIG and the Buyer of a nature and duration sufficient to make it aware of the business, condition (financial or otherwise), prospects and plans of ORIG and the Buyer.