Common use of Sophisticated Party Clause in Contracts

Sophisticated Party. Lender (i) is a sophisticated seller with respect to the transfer of the Assigned Loan, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer of the Assigned Loan, (iii) is represented by an attorney of its choice in connection with this transaction, and (iv) has independently and without reliance upon the Company, and based on such information as Lender has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Lender has relied upon the Company’s express representations, warranties, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender any investment advice, credit information, or opinion on whether the transfer of the Assigned Loan is prudent. Lender further acknowledges that (i) the Company currently has information with respect to the Assigned Loan or the Company and its affiliates that is not known to Lender and that may be material to a decision to transfer the Assigned Loan including, without limitation, material nonpublic information relating to strategic transactions, financial condition and results of operation of the Company or any of its affiliates (“Lender Excluded Information”), (ii) Lender has determined to transfer the Assigned Loan notwithstanding its lack of knowledge of the Lender Excluded Information and (iii) the Company shall have no liability to Lender, and Lender waives and releases any claims that it may have against the Company or any of the Company’s affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Lender Excluded Information shall not and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreement.

Sophisticated Party. Lender (i) is a sophisticated seller with respect to the transfer of the Assigned Loan, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer conversion of the Assigned LoanPromissory Note, (iiiii) is represented by an attorney of its choice in connection with this transaction, and (iviii) has independently and without reliance upon the Company, and based on such information as Lender has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Lender has relied upon the Company’s express representations, warranties, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender any investment advice, credit information, or opinion on whether the transfer conversion of the Assigned Loan Promissory Note is prudent. Lender further acknowledges that (i) the Company currently has information with respect to the Assigned Loan or the Company and its affiliates that is not known to Lender and that may be material to a decision to transfer conversion of the Assigned Loan Promissory including, without limitation, material nonpublic information relating to strategic transactions, financial condition and results of operation of the Company or any of its affiliates (“Lender Excluded Information”), (ii) Lender has determined to transfer convert the Assigned Loan Promissory Note notwithstanding its lack of knowledge of the Lender Excluded Information and (iii) the Company shall have no liability to Lender, and Lender waives and releases any claims that it may have against the Company or any of the Company’s affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Lender Excluded Information shall not and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreement.