Common use of Research Analyst Independence Clause in Contracts

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities and/or the Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges General Partner and the Partnership acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company General Partner and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the General Partner or the Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company General Partner or the Partnership by any Underwriter’s the Underwriters’ investment banking divisiondivisions. The Company acknowledges General Partner and the Partnership acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this AgreementPartnership and its subsidiaries.

Research Analyst Independence. The Company acknowledges and the Guarantors acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Guarantors may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Guarantors by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges and the Guarantors acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Shareholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Shareholder may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Shareholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges and the Selling Shareholder acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it any of the Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to any of the Company Partnership Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company Each of the Partnership Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges and the Operating Partnership acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company and the Operating Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges and the Operating Partnership acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges and the Manager acknowledge that (i) the Underwriters’ respective research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ respective research analysts and research departments may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Manager hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that it the Company or the Manager may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent their respective research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Manager by any Underwriter’s such Underwriters’ respective investment banking divisiondivisions. The Company acknowledges and the Manager acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company and other entities that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges In addition, the Xxxxxxxx Parties acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, Partnership and/or the value offering of the common stock of the Company, the Securities and/or the Offering Units that differ from the views of their respective investment banking divisionsbankers. The Company Xxxxxxxx Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Xxxxxxxx Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Xxxxxxxx Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges Xxxxxxxx Parties acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this AgreementPartnership.

Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (ia) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the common stock of the Company, the Securities Common Units and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties by any Underwriter’s investment banking division. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company Each of the Partnership Parties acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it the Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to any of the Company Partnership Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company Each of the Partnership Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (ia) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the common stock of the Company, the Securities Common Units and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it they may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership by any Underwriter’s investment banking division. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies entities that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Each of the Company and the Selling Stockholder acknowledges that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (ii) the Underwriters’ that Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Each of the Company and the Selling Stockholder hereby waives and releases, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholder may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent its research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company either of them by any Underwriter’s investment banking division. The Each of the Company and the Selling Stockholder acknowledges that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company and any other companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholders may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Stockholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value any of the common stock Acquired Companies, their respective subsidiaries and/or the offering of the Company, the Securities and/or the Offering Notes that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges and the Selling Shareholder acknowledge that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Shareholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Shareholder may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Shareholder by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Shareholder acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company Each of the Partnership Parties acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or or publish research reports with respect to the Company, Partnership or the value offering of the common stock of the Company, the Securities and/or the Offering Units that differ from the views of their respective investment banking divisions. The Company Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it the Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company Each of the Partnership Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges CONE Parties acknowledge that (i) the Underwriters’ respective research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ respective research analysts and research departments may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities CONE Parties and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company CONE Parties hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that it the CONE Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent their respective research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company CONE Parties by any Underwriter’s such Underwriters’ respective investment banking divisiondivisions. The Company acknowledges CONE Parties acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this AgreementAgreement (including the Pre-Closing Transactions).

Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Partnership and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it any of the Partnership Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to any of the Company Partnership Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges Each of the Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholders may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Stockholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges In addition, the Xxxxxxxx Parties acknowledge that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, Partnership and/or the value offering of the common stock of the Company, the Securities and/or the Offering Notes that differ from the views of their respective investment banking divisionsbankers. The Company Xxxxxxxx Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Xxxxxxxx Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Xxxxxxxx Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company acknowledges Xxxxxxxx Parties acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject Partnership or of affiliates of the transactions contemplated by this AgreementPartnership.

Research Analyst Independence. The Company acknowledges QEP Entities acknowledge that (i) the Underwriters’ respective research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ respective research analysts and research departments may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities QEP Entities and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company QEP Entities hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that it the QEP Entities may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent their respective research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company QEP Entities by any Underwriter’s such Underwriters’ respective investment banking divisiondivisions. The Company acknowledges QEP Entities acknowledge that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this AgreementAgreement (including the Pre-Closing Transactions).

Research Analyst Independence. The Company Issuer acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Issuer and its Subsidiaries and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that it the Issuer or any Subsidiary may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Issuer or any Subsidiary by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company Issuer acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies entities that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company Each of the Breitburn Parties acknowledges that (i) the Underwriters’ each Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the Underwriters’ that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, Partnership or the value offering of the common stock of the Company, the Securities and/or the Offering Units that differ from the views of their respective investment banking divisions. The Company Each of the Breitburn Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it such party may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership by any such Underwriter’s investment banking divisiondivisions. The Company Each of the Breitburn Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company Each of the CDM Parties acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or or publish research reports with respect to the Company, Partnership or the value offering of the common stock of the Company, the Securities and/or the Offering Units that differ from the views of their respective investment banking divisions. The Company Each of the CDM Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it the CDM Parties may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company CDM Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company Each of the CDM Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or 24 short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (ia) the Underwriters’ research analysts and research departments are required to be independent in accordance with applicable laws, rules and regulations from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Common Stock and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may may, as a market maker or otherwise, effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Shareholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Shareholders may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Shareholders by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Shareholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges and the Selling Stockholder acknowledge that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company and the Selling Stockholder may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Stockholder acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges Transaction Entities acknowledge that (ia) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Common Stock and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it they may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Transaction Entities by any Underwriter’s investment banking division. The Company acknowledges Transaction Entities acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. ​ The Company acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities and/or the Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.. ​

Research Analyst Independence. The Company acknowledges Partnership Parties acknowledge that (ia) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the common stock of the Company, the Securities Common Units and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Partnership Parties may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties or their affiliates by any the Underwriter’s investment banking division. The Company acknowledges Partnership Parties acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges Partnership Entities acknowledge that (ia) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (iib) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the common stock of the Company, the Securities Common Units and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company Partnership Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it they may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Partnership Parties by any Underwriter’s investment banking division. The Company acknowledges Partnership Entities acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges Selling Unitholder and the Partnership acknowledge that (i) the Underwriters’ Underwriter’s research analysts and research departments department are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Partnership and/or the Offering offering that differ from the views of their respective its investment banking divisionsdivision. The Company Selling Unitholder and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Selling Unitholder or the Partnership may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company Selling Unitholder or the Partnership by any such Underwriter’s investment banking division. The Company acknowledges Selling Unitholder and the Partnership acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their its respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholders may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by any the Underwriter’s investment banking divisiondivisions. The Company acknowledges and the Selling Stockholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges that (i) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (ii) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholder may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.

Research Analyst Independence. The Company acknowledges and the Selling Stockholders acknowledge that (i) the Underwriters’ Underwriter’s research analysts and research departments department are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (ii) that the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the common stock of the Company, the Securities Company and/or the Offering offering that differ from the views of their respective its investment banking divisionsdivision. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that it the Company or the Selling Stockholders may have against the Underwriters Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholders by any such Underwriter’s investment banking division. The Company acknowledges and the Selling Stockholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, from time to time, time and subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement.