Common use of Certain Acknowledgments Clause in Contracts

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch B▇▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects to retain Husch B▇▇▇▇▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch B▇▇▇▇▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch B▇▇▇▇▇▇▇▇ LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch B▇▇▇▇▇▇▇▇ LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings and Buyer as follows: (a) the determination of such Party to exchange Interests pursuant to a Merger sell Shares in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has and Buyer have retained Husch B▇▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects to retain Husch B▇▇▇▇▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityTarget Company, (d) Husch B▇▇▇▇▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between HoldingsHoldings and Buyer, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch B▇▇▇▇▇▇▇▇ LLP may represent Holdings Holdings, Buyer or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between HoldingsHoldings and Buyer, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch B▇▇▇▇▇▇▇▇ LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests Shares pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch B▇▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects to retain Husch B▇▇▇▇▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch B▇▇▇▇▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch B▇▇▇▇▇▇▇▇ LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch B▇▇▇▇▇▇▇▇ LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement, each Party shall be deemed to acknowledge to Holdings as follows: (a) the determination of such Party to exchange Interests Shares pursuant to a Merger in connection with this Agreement or any other agreement has been made by such Party independent of any Party and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties which may have been made or given by any Party or by any agent or employee of any Party, (b) no Party has acted as an agent of such Party in connection with making its investment hereunder and no Party shall be acting as an agent of such Party in connection with monitoring such Party’s investment hereunder, (c) Holdings has retained Husch B▇▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects to retain Husch B▇▇▇▇▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving Entity, (d) Husch B▇▇▇▇▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal in connection with the transactions contemplated hereby or any dispute which may arise between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand, and such Party or affiliated principal will, if such Person wishes counsel on the transactions contemplated hereby, retain such Person’s own independent counsel and (f) Husch B▇▇▇▇▇▇▇▇ LLP may represent Holdings or any of its Affiliates in connection with any and all matters contemplated hereby (including any dispute between Holdings, on the one hand, and any Party or any affiliated principal, on the other hand) and such Party or affiliated principal waives any conflict of interest in connection with such representation by Husch H▇▇▇▇ B▇▇▇▇▇▇▇▇ LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Party Unitholder shall be deemed to acknowledge to Holdings the Investors as follows: (a) the determination of such Party Unitholder to exchange Interests pursuant to a Merger acquire Units in connection with this Agreement or any other agreement has been made by such Party Unitholder independent of any Party other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties LLC and its Subsidiaries which may have been made or given by any Party other Unitholder or by any agent or employee of any Partyother Unitholder, (b) no Party other Unitholder has acted as an agent of such Party Unitholder in connection with making its investment hereunder and that no Party other Unitholder shall be acting as an agent of such Party Unitholder in connection with monitoring such Party’s its investment hereunder, (c) Holdings has the Investors have retained Husch B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects expect to retain Husch B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityLLC and its Subsidiaries, (d) Husch B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal other Unitholder in connection with the transactions transaction contemplated hereby or any dispute which may arise between Holdingsthe Investors, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand, and (e) such Party or affiliated principal Unitholder will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel, and (f) Husch B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may represent Holdings Investors (or any of their respective Affiliates (including, for the avoidance of doubt, the LLC and its Affiliates Subsidiaries) in connection with any and all matters contemplated hereby (including any dispute between Holdingsthe Investors, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand) and such Party or affiliated principal Unitholder waives any conflict of interest in connection with such representation by Husch B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Party Unitholder shall be deemed to acknowledge to Holdings the GTCR Investors as follows: (a) the determination of such Party Unitholder to exchange Interests pursuant to a Merger acquire Units in connection with this Agreement or any other agreement has been made by such Party Unitholder independent of any Party other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Parties Company and its Subsidiaries which may have been made or given by any Party other Unitholder or by any agent or employee of any Partyother Unitholder, (b) no Party other Unitholder has acted as an agent of such Party Unitholder in connection with making its investment hereunder and that no Party other Unitholder shall be acting as an agent of such Party Unitholder in connection with monitoring such Party’s its investment hereunder, (c) Holdings has each of the GTCR Investors and the Company have retained Husch BK▇▇▇▇▇▇▇ & E▇▇▇▇ LLP in connection with the transactions contemplated hereby and expects expect to retain Husch BK▇▇▇▇▇▇▇ & E▇▇▇▇ LLP as legal counsel in connection with the management and operation of the investment in the Surviving EntityCompany and its Subsidiaries, (d) Husch BK▇▇▇▇▇▇▇ & E▇▇▇▇ LLP is not representing and will not represent any Party or any affiliated principal other Unitholder in connection with the transactions transaction contemplated hereby or any dispute which may arise between Holdingsthe GTCR Investors and/or the Company, on the one hand, and any Party or any affiliated principalother Unitholder, on the other hand, and (e) such Party or affiliated principal Unitholder will, if such Person it wishes counsel on the transactions contemplated hereby, retain such Person’s its own independent counsel counsel, and (f) Husch B▇K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP may represent Holdings the GTCR Investors (or any of its Affiliates their Affiliates) and/or the Company in connection with any and all matters contemplated hereby (including any dispute between Holdingsthe GTCR Investors or the Company, on the one hand, and any Party other Unitholder or any affiliated principalthe Company, on the other hand) and the Company and such Party or affiliated principal Unitholder waives any conflict of interest in connection with such representation by Husch B▇K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP. Except as otherwise expressly agreed by K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP in writing, no subsequent attorney/client or other relationship between K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP and a Unitholder (other than the GTCR Investors and their Affiliates) shall give such Unitholder a right to object to K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP's continuing role as counsel to the Company, the GTCR Investors or any of their respective Affiliates, including on the basis that K▇▇▇▇▇▇▇ has represented the Company. It is intended that K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP shall be entitled to obtain enforcement of this Section 13.21, and this Section 13.21 shall be treated as a supplement to, and not a substitution or replacement for, any other waiver, consent or other agreement provided to K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP by any Person.