Common use of Acknowledgement of the Parties Clause in Contracts

Acknowledgement of the Parties. Parent, the Company and the Representatives, on behalf of the Company Shareholders, acknowledge: (i) the payment of the Applicable Earnout Amount hereunder is an integral part of the consideration to be received by the Company Shareholders pursuant to this Agreement and the Merger; (ii) the Applicable Earnout Amount is not dependent upon the operating results of Parent or any Subsidiary of Parent other than the Company; (iii) the right of the Company Shareholders to a portion of the Applicable Earnout Amount is not transferable other than by operation of law; (iv) the right of the Company Shareholders to a portion of the Applicable Earnout Amount shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Parent and shall not entitle any Company Shareholder to any rights common to any holder of Parent Common Stock; and (v) the right of the Company Shareholders to payment of the Applicable Earnout Amount shall not bear any interest.

Acknowledgement of the Parties. ParentThe Buyer, the Company and the Representatives, on behalf of the Company Shareholders, acknowledgeSelling Securityholders acknowledge that: (i) the payment of the Applicable Earnout Amount hereunder is an integral part of the consideration to be received by the Company Shareholders Stockholders and the Optionholders pursuant to this Agreement and the Mergertransactions contemplated hereby (and that the Applicable Earnout Amount could be zero); (ii) the Applicable Earnout Amount is not dependent upon the operating results of Parent the Buyer or any Subsidiary subsidiary or Affiliate of Parent the Buyer (other than the CompanyAcquired Companies); (iii) the right of the Company Shareholders Selling Securityholders to a portion of the Applicable Earnout Amount is not transferable other than by operation of lawLaw; (iv) the right of the Company Shareholders Selling Securityholders to a portion of the Applicable Earnout Amount shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Parent the Buyer and shall not entitle any Company Shareholder Selling Securityholder to any rights common to any holder of Parent Buyer Common Stock; and (v) the right of the Company Shareholders Selling Securityholders to payment of the Applicable Earnout Amount shall not bear any interestinterest other than in accordance with Section 1.9(b)(iii).