It is the express intention of the parties that Advisor is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Advisor as an agent, employee or representative of the Company, but Advisor shall perform the Services hereunder as an independent contractor. Advisor agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly agreed upon by the Company. Advisor acknowledges and agrees that Advisor is obligated to report as income all compensation received by Advisor pursuant to this Agreement, and Advisor agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. Advisor further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs arid expenses, including attorney’s fees and other legal expenses, arising directly or indirectly from # any negligent, reckless or intentionally wrongful act of Advisor or Advisor’s assistants, employees or agents, including, but not limited to, any damage to or disclosure of any Company Confidential Information # a determination by a court or agency that the Advisor is not an independent contractor, or # any breach by the Advisor or Advisor’s assistants, employees or agents of any of the covenants contained in this Agreement.

Independent Contractor. Provider shall perform the Services as an independent contractor with exclusive control of the manner and means of performing the Scope of Work in accordance with the requirements of this Agreement and the SOW. Provider has no authority to act or make any agreements or representations on behalf of Company or its affiliates. This Agreement or SOW is not intended to create, and shall not be construed as creating, between Company and Provider, the relationship of principal and agent, joint venturers, co-partners or any other such relationship, the existence of which is hereby expressly denied. No employee, or agent engaged by Provider shall be, or shall be deemed to be, an employee or agent of Company or its affiliate and shall not be entitled to any benefits that the Company or its affiliate provides to its own employees.

Independent Contractors. The Parties each acknowledge that they are separate entities, each of which has entered into this Services Agreement for independent business reasons. The relationships of the Parties hereunder (and the respective Providers and Recipients) are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship. Employees performing services hereunder do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees.

Independent Accountants. To the Company Group’s knowledge, Pricewaterhouse Coopers LLP, which has expressed its opinion with respect to certain of the financial statements included in the Public Filings, are independent registered public accountants with respect to the Company as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board, and any non-audit services provided by Pricewaterhouse Coopers LLP to the Company Group have been approved by the Audit Committee of the Board of Directors.

Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Agreement, and the existence of any claim or cause of action you bring against the Company or an Affiliate, whether predicated upon this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

Independent Contractors. In the exercise of their respective rights, and the performance of their respective obligations under this Agreement, the Parties are, and shall remain, independent contractors. Nothing in this Agreement shall be construed # to constitute the Parties as principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or # to authorize either Party to enter into any contract, agreement into which it is not authorized to enter or other binding obligation on the part of the other Party, unless otherwise agreed to by the Parties in writing, from time to time. Neither Party shall represent to any third party that it is authorized to enter into any contract or other binding obligation on behalf of the other Party.

Independent Investigation. Purchaser has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of ​ for such purpose. Purchaser acknowledges and agrees that: # in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of ​ set forth in [Article IV] of this Agreement (including related portions of the Disclosure Schedules); and # neither ​ nor any other Person has made any representation or warranty as to ​, the Business, the Purchased Assets or this Agreement, except as expressly set forth in [Article IV] of this Agreement (including the related portions of the Disclosure Schedules).

Independent Contractor. The relationship of the parties is that of an independent contractor, and Manager shall not be deemed or construed to be an employee or joint venturer of Purchaser. The parties agree to respect the independent contractor status for all purposes.

Independent Covenants. This Lease shall be construed as though the covenants herein between ​ and ​ are independent and not dependent and ​ hereby expressly waives the benefit of any statute to the contrary and agrees that if ​ fails to perform its obligations set forth herein, ​ shall not be entitled to make any repairs or perform any acts hereunder at ​’s expense or to any setoff of the Rent or other amounts owing hereunder against ​.

The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.