Common use of Purchaser Information Clause in Contracts

Purchaser Information. The Seller acknowledges that the Purchaser, and its Affiliates may receive or may have received, may have access to, and may be in possession of, material non-public, confidential information about the Sale Shares, the Issuer, and the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Information”). Notwithstanding the foregoing, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Information may be indicative of value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Seller, on behalf of itself and its Affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases the Purchaser, its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded Information, and the Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Seller Excluded Information.

Purchaser Information. The Seller acknowledges that the Purchaser, the other members of the Consortium and its Affiliates and their respective affiliates may receive or may have received, may have access to, and may be in possession of, material material, non-public, confidential information about concerning the Sale Securities, the Class A Common Shares, the IssuerCompany, and the IssuerCompany’s and/or its Affiliatesaffiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of (“Purchaser Information”) that has not been disclosed to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller is not aware (“subject due to the disparity of information between the Seller Excluded Information”)and the Purchaser. Notwithstanding the foregoingsuch disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Shares Securities that is substantially different from the Aggregate Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Seller, on behalf of itself and its Affiliatesaffiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases (a) the Purchaser, its Affiliates affiliates and its and their respective principals, shareholders shareholders, members, partners, employees, agents and representatives, and (b) each other member of the Consortium, its affiliates and its and their respective principals, shareholders, members, partners, employees, agents and representatives (such released the persons and entitiesentities contemplated by clauses (a) and (b), collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Purchaser Information. Nothing in this Section 2.2 affects the obligations of the Seller Excluded Informationunder Section 5.3.

Purchaser Information. The Seller on behalf of itself and its controlled Affiliates represents, warrants and acknowledges that that: (i) the Purchaser, and Purchaser or its Affiliates may receive or may have received, may have access to, and may be in possession ofof material, material non-public, confidential information about concerning the Sale Shares, the IssuerIssuer and/or its Affiliates, and including the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, industry conditions, properties, active or pending litigationlitigation or transactions, assets, liabilities, directors, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Purchaser Information”). Notwithstanding ) that has not been disclosed publicly or to the foregoing, Seller; and (ii) that the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreementin the transaction contemplated hereby. The Seller, Seller expressly acknowledges that it was provided the opportunity to perform due diligence review and inquiry on behalf of itself the Purchaser Information and its Affiliates, principals, shareholders, members, partners, employees, agents has US-DOCS\104460144.6 determined not to conduct such due diligence review and representatives, inquiry. The Seller expressly and irrevocably waives and releases the Purchaser, Purchaser and its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities of any kind related to or arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the Seller agrees to make no claim against any the Purchaser Related Party and its Affiliates in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Purchaser Information. The Seller Excluded Informationacknowledges that the Purchaser is relying on the representations, warranties, acknowledgements and covenants set forth in this Section 5.16 in engaging in the transactions contemplated hereby, and would not engage in such transactions in the absence of such representations, warranties, acknowledgements and covenants.

Purchaser Information. The Seller acknowledges that the Purchaser, the other members of the Parent Group and its Affiliates and their respective affiliates may receive or may have received, may have access to, and may be in possession of, material material, non-public, confidential information about concerning the Sale Purchased Shares, the IssuerCompany, and the IssuerCompany’s and/or its Affiliatesaffiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of (“Purchaser Information”) that has not been disclosed to the Sellers. Each Seller understands, based on its experience, the disadvantage to which the Seller is not aware (“Seller Excluded Information”)Sellers are subject due to the disparity of information between the Sellers and the Purchaser. Notwithstanding the foregoingsuch disparity, the each Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the each Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Purchased Shares that is substantially different from the Aggregate Purchase Price to be paid by the Purchaser to the Seller Sellers under this Agreement. The Each Seller, on behalf of itself and its Affiliatesaffiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases (a) the Purchaser, its Affiliates affiliates and its and their respective principals, shareholders shareholders, members, partners, employees, agents and representatives, and (b) each other member of the Parent Group, its affiliates and its and their respective principals, shareholders, members, partners, employees, agents and representatives (such released the persons and entitiesentities contemplated by clauses (a) and (b), collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the any Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the each Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the any Seller’s failure to obtain and review, such Seller Excluded Purchaser Information. Nothing in this Section 2.2 affects the obligations of the Sellers under Section 6.3.

Purchaser Information. The Seller acknowledges that the Purchaser, the other members of the Parent Group and its Affiliates and their respective affiliates may receive or may have received, may have access to, and may be in possession of, material material, non-public, confidential information about concerning the Sale Purchased Shares, the IssuerCompany, and the IssuerCompany’s and/or its Affiliatesaffiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of (“Purchaser Information”) that has not been disclosed to the Sellers. Each Seller understands, based on its experience, the disadvantage to which the Seller is not aware (“Seller Excluded Information”)Sellers are subject due to the disparity of information between the Sellers and the Purchaser. Notwithstanding the foregoingsuch disparity, the each Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the each Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Purchased Shares that is substantially different from the Aggregate Purchase Price to be paid by the Purchaser to the Seller Sellers under this Agreement. The Each Seller, on behalf of itself and its Affiliatesaffiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases (a) the Purchaser, its Affiliates affiliates and its and their respective principals, shareholders shareholders, members, partners, employees, agents and representatives, and (b) each other member of the Parent Group, its affiliates and its and their respective principals, shareholders, members, partners, employees, agents and representatives (such released the persons and entitiesentities contemplated by clauses (a) and (b), collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the any Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the each Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the any Seller’s failure to obtain and review, such Seller Excluded Purchaser Information. Nothing in this Section 2.2 affects the obligations of the Sellers under Section 5.3.

Purchaser Information. The Seller It acknowledges that the Purchaser, Purchaser and its Affiliates may receive or may have received, may have access to, and may be in possession of, material non-public, confidential information about securities of the Issuer (including such Seller’s Sale SharesSecurities), the Issuer, and or the Issuer’s and/or or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects prospects, of which the Seller it is not aware (the “Seller Excluded Information”). Some or all of the Seller Excluded Information could reasonably be expected to be viewed by a reasonable investor as having significantly altered the total mix of information made available or otherwise be material to an investor making an investment decision with respect to the purchase and sale of its Sale Securities. If the Seller Excluded Information were disclosed to it, the Seller Excluded Information could affect (i) its willingness to enter into the transactions contemplated hereby or (ii) the price that it would be willing to accept to sell its Sale Securities. Notwithstanding the foregoing, the Seller it has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby. It is experienced, sophisticated and knowledgeable in the trading of securities of private and public companies, has conducted an independent evaluation of its Sale Securities and understands the disadvantage to which it could be subject on account of the disparity of the access to, and possession of, the Seller acknowledges that Seller Excluded Information may be indicative of value of between the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this AgreementParties. The SellerIt, on behalf of itself and its Affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases the Purchaser, its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s its failure to obtain and review, the Seller Excluded Information, and the Seller it agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s its failure to obtain and review, such the Seller Excluded Information. It acknowledges that the Purchaser would not enter into the transactions with it in the absence of the protection afforded to the Purchaser under this Section 3.7 and that it is providing the representations, warranties, agreements and waivers under this Section 3.7 as an inducement to the Purchaser to consummate the transactions contemplated hereby.

Purchaser Information. The Seller acknowledges that the Purchaser, on behalf of itself and its controlled Affiliates represents, warrants and acknowledges that: (i) Purchaser may receive or may have received, may have access to, and may be in possession ofof material, material non-public, confidential information about concerning the Sale Shares, the IssuerIssuer and/or its Affiliates, and including the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, industry conditions, properties, active or pending litigationlitigation or transactions, assets, liabilities, directors, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Purchaser Information”). Notwithstanding ) that has not been disclosed publicly or to the foregoing, Seller; and (ii) that the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreementin the transaction contemplated hereby. The Seller, Seller expressly acknowledges that it was been provided the opportunity to perform due diligence review and inquiry on behalf of itself the Purchaser Information and its Affiliates, principals, shareholders, members, partners, employees, agents has determined not to conduct such due diligence review and representatives, inquiry. The Seller expressly and irrevocably waives and releases the Purchaser, Purchaser and its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities of any kind related to or arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the Seller agrees to make no claim against any the Purchaser Related Party and its Affiliates in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Purchaser Information. The Seller Excluded Information.acknowledges that the Purchaser is relying on the representations, warranties, acknowledgements and covenants set forth in this Section 5.16 in engaging in the transactions contemplated hereby, and would not engage in such transactions in the absence of such representations, warranties, acknowledgements and covenants. US-DOCS\104460993.5

Purchaser Information. The Seller acknowledges that the Purchaser, and its Affiliates may receive or may have received, may have access to, and may be in possession of, material non-public, confidential information about the Sale Shares, the Issuer, and the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Information”). Notwithstanding the foregoing, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Information may be indicative of value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Seller, on behalf of itself and its Affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases the Purchaser, its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded Information, and the Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Seller Excluded Information.

Purchaser Information. The Seller on behalf of itself and its controlled Affiliates represents, warrants and acknowledges that that: (i) the Purchaser, and Purchaser or its Affiliates may receive or may have received, may have access to, and may be in possession ofof material, material non-public, confidential information about concerning the Sale Shares, the IssuerIssuer and/or its Affiliates, and including the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, industry conditions, properties, active or pending litigationlitigation or transactions, assets, liabilities, directors, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Purchaser Information”). Notwithstanding ) that has not been disclosed publicly or to the foregoing, Seller; and (ii) that the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Purchaser Information may be indicative of a value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreementin the transaction contemplated hereby. The Seller, Seller expressly acknowledges that it was provided the opportunity to perform due diligence review and inquiry on behalf of itself the Purchaser Information and its Affiliates, principals, shareholders, members, partners, employees, agents has determined not to conduct such due diligence review and representatives, inquiry. The Seller expressly and irrevocably waives and releases the Purchaser, Purchaser and its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities of any kind related to or arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded the Purchaser Information, and the Seller agrees to make no claim against any the Purchaser Related Party and its Affiliates in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Purchaser Information. The Seller Excluded Informationacknowledges that the Purchaser is relying on the representations, warranties, acknowledgements and covenants set forth in this Section 5.16 in engaging in the transactions contemplated hereby, and would not engage in such transactions in the absence of such representations, warranties, acknowledgements and covenants.