Common use of Arm’s Length Clause in Contracts

Arm’s Length. The Company acknowledges and agrees that the Investors are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are each Investor is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the negotiation of the terms of the Rights OfferingRecapitalization) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors shall have no responsibility or liability to the Company, its Affiliatesstockholders and directors not affiliated with the Investors, or their respective shareholders, directors, its officers, employees, advisors or other representatives with respect thereto. Any review by the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors and shall not be on behalf of the Company, its Affiliatesstockholders and directors not affiliated with the Investors, or their respective shareholders, directors, its officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are each Purchaser is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are not no Purchaser is advising the Company or any other person or entity as to any legal, tax, investment, accounting accounting, or regulatory matters in any jurisdiction. The Company shall consult has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors no Purchaser shall have no responsibility or liability to the Company, its Affiliatesstockholders, and directors not affiliated with it, or their respective shareholders, directors, its officers, employees, advisors advisors, or other representatives with respect thereto. Any review by the Investors any Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors such Purchaser and shall not be on behalf of the Company, its Affiliatesstockholders, and directors not affiliated with it, or their respective shareholders, directors, its officers, employees, advisors advisors, or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors either Purchaser with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors Plan Sponsors are acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights OfferingOffering and the Initial Sponsor Share Purchase) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors Plan Sponsors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors Plan Sponsors shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors Plan Sponsors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors Plan Sponsors and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors Plan Sponsors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are each Investor is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, none of the Investors are not is advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors no Investor shall have no any responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors any Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors such Investor and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors any Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are Investor is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors Investor shall not have no any responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors Investor and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors Investor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that each of the Investors Supporting Noteholders are acting solely in the capacity of an arm's arm’s-length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining by the terms of the Rights Offering) Refinancing and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person Person or entity. Additionally, the Investors Supporting Noteholders are not advising the Company or any other person affiliated Person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and by the Investors Refinancing. The Company acknowledges that the Supporting Noteholders shall have no responsibility or liability Liability to the Company, Company or any of its Affiliates, Subsidiaries or Affiliates or their respective shareholdersstockholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors Supporting Noteholders of the Company, the transactions contemplated hereby by the Refinancing or other matters relating to such transactions will shall be performed solely for the benefit of the Investors Supporting Noteholders and shall not be on behalf of the Company, its Subsidiaries, its Affiliates, or their respective shareholdersstockholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties of the Company contained herein or the remedies of the Investors Supporting Noteholders with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including including, without limitation, in connection with determining the terms of the Rights Offering, the Standby Purchase Commitment and the Investment) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person Person or entity, other than investment funds and accounts managed by them. Additionally, the Investors are not advising the Company or any other person Person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Investors shall have no responsibility or liability Liability to the Company, its Affiliates, Company or their is respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will shall be performed solely for the benefit of the Investors and shall not be on behalf of the Company, its Affiliatesaffiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are Plan Sponsor is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are Plan Sponsor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors Plan Sponsor shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors Plan Sponsor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors Plan Sponsor and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors Plan Sponsor with respect thereto.

Arm’s Length. The Company acknowledges and agrees that the Investors are Investor is acting solely in the capacity of an arm's ’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are Investor is not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors Investor shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors Investor and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors Investor with respect thereto.