Common use of Respecting the IPO Clause in Contracts

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31, 1997) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the ------------------ Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple WORK or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple WORK will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31September 30, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple WORK or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement except for written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders The Seller acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the CompanySeller, the Stockholders each Owner or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31, 1997) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders Seller and each Owner to enter into this Agreement, or to vote in favor of or consent to the Merger, Agreement has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders Seller or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple TMI or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple TMI will use its reasonable best efforts to cause the Registration Statement to become effective prior to December January 31, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple TMI or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple WORK or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple WORK will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31September 30, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple WORK or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement except for written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders The Owner acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders Owner or any of their respective his Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31, 1997) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders the Owner to enter into this Agreement, or to vote in favor of or consent to the Merger, Agreement has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders Owner or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple Group 1 or any of its Representatives representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple Group 1 will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31, 1997) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple Group 1 or the IPO. The Underwriter Underwriters shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple OEI or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple OEI will use its reasonable best efforts to cause the Registration Statement to become effective prior to December October 31, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple OEI or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders Members ------------------ acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple WORK or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders Members or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple WORK will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31September 30, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders Members to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple WORK or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or Members with respect to any disclosure contained in the Registration Statement except for written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple TMI or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple TMI will use its reasonable best efforts to cause the Registration Statement to become effective prior to December January 31, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple TMI or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.. ARTICLE XII

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple OEI or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple OEI will use its reasonable best efforts to cause the Registration Statement to become effective prior to December October 31, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple OEI or the IPO. The Underwriter shall have no obligation to any of the Company and or the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders ------------------ Stockholder acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple WORK or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders Stockholder or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple WORK will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31September 30, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple WORK or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or Stockholder with respect to any disclosure contained in the Registration Statement except for written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple ARS or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple ARS will use its reasonable best efforts to cause the Registration Statement to become effective prior to December 31, 19971996) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple ARS or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or the Other Stockholders with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple Purchaser or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple Purchaser will use its reasonable best efforts to cause the Registration Statement to become effective prior to December October 31, 19971999) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple Purchaser or the IPO. The Underwriter shall have no obligation to any of the Company and the Stockholders or with respect to any disclosure contained in the Registration Statement.

Respecting the IPO. Each of the Company and the Stockholders Stockholder acknowledges and agrees that: (a) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (b) neither Apple TMI or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders Stockholder or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that Apple TMI will use its reasonable best efforts to cause the Registration Statement to become effective prior to December January 31, 19971998) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of Stockholders the Stockholder to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to Apple TMI or the IPO. The Underwriter shall have no obligation to any either of the Company and the Stockholders or Stockholder with respect to any disclosure contained in the Registration Statement.