Common use of Seller Acknowledgements Clause in Contracts

Seller Acknowledgements. (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of Focus Media, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased ADSs, and has had the opportunity to ask questions of, and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its advisors shall imply that Focus Media has made any representation or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs or the purchase and sale of the Repurchased ADSs, other than the matters set forth herein. (b) The Seller acknowledges and understands that Focus Media and its Affiliates and representatives may be in possession of material non-public information not known to the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased ADSs.

Seller Acknowledgements. The Seller, for himself and his heirs, personal representatives, successors and assigns, acknowledges and is aware of the following: (a) No federal or state agency has approved, disapproved or made any finding or determination as to the fairness, nor any recommendation or endorsement of the merits of the transactions contemplated herein. (b) There is no public market for the Company’s securities. The fair market value of the Common Stock has been determined by the Company’s Board of Directors. The Company has not obtained an independent appraisal of the value of the Company’s Common Stock or Tendered Option or obtained an opinion on the fairness of the Purchase Price for the Tendered Option. (c) The Company has not provided any investment, accounting, legal, or tax advice to the Seller. The Seller, in tendering the Tendered Option, is relying, if at all, solely upon the advice of the Seller’s personal legal, financial or tax advisers with respect to the sale of the Tendered Option. Neither the Company nor any of its officers, directors or employees has made any representation regarding the legal, accounting or tax consequences of selling the Tendered Option to the Company nor has the Company or any of its representatives encouraged or discouraged the Seller from doing so. (d) The Seller acknowledges that the fair market value of the Company’s Common Stock may change. The Company may engage in a transaction at any time that may affect the value of the Company’s Common Stock. The Seller bears the sole risk that a future transaction could increase the value of the Company’s Common Stock and therefore the value of the Tendered Option. (e) The Seller is not entitled to cancel, terminate or revoke this Agreement. (f) The Seller recognizes that the offer by the Company to purchase the Tendered Option was based upon the Seller’s representations, warranties, and acknowledgments set forth in this Agreement, understands the meaning of the representations made by the Seller in this Agreement, and hereby agrees to indemnify the Company and all of its officers, directors, employees, and agents and all persons deemed to be in control of the foregoing, and to hold such persons harmless, from and against any and all loss, damage, liability or expense (including costs and reasonable attorney’s fees) to which they may be put or which they may incur by reason of, or in connection with: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of Focus Mediaany misstatement, its Affiliates and its subsidiaries and the merits and risks misrepresentation, or omission made by or on behalf of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased ADSs, and has had the opportunity to ask questions of, and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries matters about which representations and warranties are made or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted required by the Seller terms of this Agreement; or its advisors shall imply that Focus Media has made (ii) any representation breach of any such representations or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs warranties or the purchase and sale of the Repurchased ADSs, other than the matters any failure to fulfill any covenants or agreements set forth herein. (bg) The Seller acknowledges Company’s Compensation Committee will determine, in its sole discretion, all questions as to the validity, form, eligibility and understands that Focus Media acceptance for transfer of any Tendered Option, and its Affiliates determination will be final and representatives may be in possession of material non-public information not known binding to the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased ADSsfullest extent permitted by law.

Seller Acknowledgements. a. Seller acknowledges that the President and Chief Executive Officer and a Director of Ballantyne and the Partner and Manager of the general partner of FGP, Mr. D. Xxxx Xxxxxxxxx (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the “Board Designee”), currently serves on the board of directors of the Company. b. Seller acknowledges that it is a sophisticated investor engaged in the business of assessing and financial condition of Focus Media, its Affiliates and its subsidiaries and the merits and assuming investment risks of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of securities, including securities such as the Repurchased ADSsShares, and has had the opportunity to ask questions of, further acknowledges that Purchasers are entering into this Agreement with Seller in reliance on this acknowledgment and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the with Seller’s full satisfaction; (iii) has made its own assessment understanding, acknowledgment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant agreement that Purchasers through the Board Designee is privy to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its advisors shall imply that Focus Media has made any representation or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs or the purchase and sale of the Repurchased ADSs, other than the matters set forth herein. (b) The Seller acknowledges and understands that Focus Media and its Affiliates and representatives may be in possession of material non-public information regarding the Company, which Purchasers have received from the Company and are under an obligation not known to disclose to Seller (the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Seller, when making investment decisions, including the decision to enter into this Agreement, and Seller’s decision to enter into the Purchase Agreement is being made with full recognition and acknowledgment that Purchasers are privy to the Non-Public Information that it has not disclosed to Seller. c. Seller hereby acknowledges that (i) it has reached its own decision to sell the Repurchased ADSsShares to Purchasers relying exclusively on its own due diligence review, notwithstanding Purchasers’ possession of, and nondisclosure of, the Non-Public Information, and (ii) it is not relying on any disclosures by Purchasers and/or the Board Designee in making its decision to sell the Shares to Purchasers. Seller (i) waives any claim, or potential claim, it has or may have against Purchasers and/or the Board Designee relating to Purchasers’ possession and non-disclosure of the Non-Public Information, (ii) is aware of the effects of such waiver, and (iii) is willing to proceed with the sale of the Shares to Purchasers on this basis. d. Seller specifically acknowledges that the Company has not released its financial results for the fourth quarter of 2016 or its fiscal year ended December 31, 2016, and that any such release may include information that could be material to a reasonable investor, such as Seller. Seller has determined to sell the Shares pursuant to this Agreement expressly acknowledging that the Company has not yet released such financial results. e. Seller and Purchasers acknowledge that this Agreement is the product of an arms-length negotiation between the Parties, constitutes the entire agreement between the Parties, supersedes any prior agreements and understandings, written or oral, between the parties with respect to the subject matter of the Purchase Agreement, and contains the only representations or warranties on which the Parties are entitled to rely. f. Seller acknowledges that the Purchase Price is a substantial premium to the closing price of the Company’s common stock on the most recent trading date. g. Seller agrees and acknowledges that the provisions of this Section 5 are being provided by Seller expressly for the benefit of Purchasers, the Board Designee and their respective affiliates, successors and assigns.

Seller Acknowledgements. 14.1 Each Seller acknowledges that neither the Group Companies nor any of their affiliates, any of their respective officers, directors, employees, consultants or professional advisers (together, the “Company Parties”) are acting as a fiduciary or financial adviser or investment adviser to such Seller, or have offered deal arrangement services, and have not given such Seller any investment advice, opinion, recommendation or other information on whether the sale of their Shares is prudent. 14.2 Each Seller acknowledges that if they wish to be advised on the terms of the sale or purchase of their Shares or otherwise then they must seek their own advice, and in particular tax advice, from a suitably qualified professional. 14.3 Each Seller acknowledges that: (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of Focus Media, its Affiliates and its subsidiaries and Company and/or the merits and risks of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased ADSsBuyer currently may have, and has had the opportunity to ask questions later may come into possession of, and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its advisors shall imply Company that Focus Media has made any representation or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs or the purchase and sale of the Repurchased ADSs, other than the matters set forth herein. (b) The Seller acknowledges and understands that Focus Media and its Affiliates and representatives may be in possession of material non-public information is not known to the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information may be material to the Seller’s a decision to sell their Shares (“Excluded Information”); (b) they have determined to sell their Shares notwithstanding their lack of knowledge of the Repurchased ADSsExcluded Information; (c) none of the Company Parties shall have any liability to the Seller, and the Seller hereby irrevocably waives and releases any and all claims that they might have against any of the Company Parties, respectively, whether under applicable securities laws or otherwise, with respect to the non-disclosure of such Excluded Information in connection with any sale of their Shares and the transactions contemplated by this Agreement; (d) the Company Parties have not made any representations or warranties in connection with the sale of any Shares and they are not relying on any Company Party in making any decision to sell; and (e) they have received all the information they consider necessary or appropriate for deciding whether to enter into this Agreement and have had an opportunity to ask questions and receive full answers from the Company concerning, among other things, its financial condition, its management, its prior activities and any other information which they consider relevant or appropriate.

Seller Acknowledgements. The Seller, for herself and her heirs, personal representatives, successors and assigns, acknowledges and is aware of the following: (a) No federal or state agency has approved, disapproved or made any finding or determination as to the fairness, nor any recommendation or endorsement of the merits of the transactions contemplated herein. (b) There is no public market for the Company’s securities. The fair market value of the Common Stock has been determined by the Company’s Board of Directors. The Company has not obtained an independent appraisal of the value of the Company’s Common Stock or Tendered Option or obtained an opinion on the fairness of the Purchase Price for the Tendered Option. (c) The Company has not provided any investment, accounting, legal, or tax advice to the Seller. The Seller, in tendering the Tendered Option, is relying, if at all, solely upon the advice of the Seller’s personal legal, financial or tax advisers with respect to the sale of the Tendered Option. Neither the Company nor any of its officers, directors or employees has made any representation regarding the legal, accounting or tax consequences of selling the Tendered Option to the Company nor has the Company or any of its representatives encouraged or discouraged the Seller from doing so. (d) The Seller acknowledges that the fair market value of the Company’s Common Stock may change. The Company may engage in a transaction at any time that may affect the value of the Company’s Common Stock. The Seller bears the sole risk that a future transaction could increase the value of the Company’s Common Stock and therefore the value of the Tendered Option. (e) The Seller is not entitled to cancel, terminate or revoke this Agreement. (f) The Seller recognizes that the offer by the Company to purchase the Tendered Option was based upon the Seller’s representations, warranties, and acknowledgments set forth in this Agreement, understands the meaning of the representations made by the Seller in this Agreement, and hereby agrees to indemnify the Company and all of its officers, directors, employees, and agents and all persons deemed to be in control of the foregoing, and to hold such persons harmless, from and against any and all loss, damage, liability or expense (including costs and reasonable attorney’s fees) to which they may be put or which they may incur by reason of, or in connection with: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of Focus Mediaany misstatement, its Affiliates and its subsidiaries and the merits and risks misrepresentation, or omission made by or on behalf of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased ADSs, and has had the opportunity to ask questions of, and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries matters about which representations and warranties are made or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted required by the Seller terms of this Agreement; or its advisors shall imply that Focus Media has made (ii) any representation breach of any such representations or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs warranties or the purchase and sale of the Repurchased ADSs, other than the matters any failure to fulfill any covenants or agreements set forth herein. (bg) The Seller acknowledges Company’s Compensation Committee will determine, in its sole discretion, all questions as to the validity, form, eligibility and understands that Focus Media acceptance for transfer of any Tendered Option, and its Affiliates determination will be final and representatives may be in possession of material non-public information not known binding to the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased ADSsfullest extent permitted by law.