Common use of No Partnership or Other Relationship Created Clause in Contracts

No Partnership or Other Relationship Created. In no event will this Agreement be deemed to create a partnership between Seller, the Company or any Affiliate of the foregoing, on the one hand, and Purchaser or any of its Affiliates, on the other hand, and in no event will any fiduciary or similar duty be deemed owed by Seller, the Company or any Affiliate of the foregoing to Purchaser or any of its Affiliates. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the Company Stock exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm's-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm's-length transaction with neither being under compulsion to buy or sell.

No Partnership or Other Relationship Created. In no event will shall this Agreement be deemed to create a partnership between any Seller, any Blocker Corp, the Company or any Affiliate of the foregoingits Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, and in no event will shall any fiduciary or similar duty be deemed owed by any Seller, any Blocker Corp, the Company or any Affiliate of its Affiliates to the foregoing to Purchaser or any of its Affiliates. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the Company Stock and the Blocker Corps exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm'sarm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm'sarm’s-length transaction with neither being transaction. Nothing in this Agreement (including Section 7.01 hereof) is intended to give the Purchaser or its Affiliates, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Closing and, without limiting its obligations under compulsion to buy or sellthis Agreement, the Company shall exercise complete control over its and its Subsidiaries’ operations.

No Partnership or Other Relationship Created. In no event will shall this Agreement be deemed to create a partnership between Sellerany Company Member, the Company, Company Affiliate, or any Affiliate of the foregoingtheir respective Affiliates, on the one hand, and Purchaser the Parent, TBI or any of its their respective Affiliates, on the other hand, and in no event will shall any fiduciary or similar duty be deemed owed by Sellerany Company Member, the Company, Company or any Affiliate of the foregoing to Purchaser or any of its their respective Affiliates to the Parent, TBI or any of their respective Affiliates. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the Company Stock exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm'sarm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm'sarm’s-length transaction with neither being under compulsion to buy or selltransaction.

No Partnership or Other Relationship Created. In no event will shall this Agreement be deemed to create a partnership between Seller, the Target Company or any Affiliate of the foregoingTarget Company, on the one hand, and Purchaser Holdco or any of its Affiliates, on the other hand, and in no event will shall any fiduciary or similar duty be deemed owed by Seller, the Target Company or any Affiliate of the foregoing Target Company to Purchaser Holdco or any of its Affiliates. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the Company Stock transactions contemplated hereby exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties hereto each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm'sarm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm'sarm’s-length transaction with neither being under compulsion to buy or sell. Nothing in this Agreement (including Section 8.2) is intended to give Holdco or its Affiliates, directly or indirectly, the right to control or direct the Target Company’s operations prior to the Closing Date and, without limiting its obligations under this Agreement, the Target Company will exercise complete control over its operations.