Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that # no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and # no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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

The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrowers, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or theany Borrower and whether or not any other Guarantors or the Borrowers are joined in any such action or actions.

Independent Counsel. The Executive acknowledges that Executive has been represented (or has had the opportunity to be represented) in the signing of this Agreement and in the making of its terms by independent legal counsel, selected of the Executive’s own free will, and that the Executive has had the opportunity to discuss this Agreement with counsel. Executive further acknowledges that Executive has read and understands the meaning and ramifications of this Agreement and as evidence of this fact signs this Agreement below. The Executive further acknowledges that the Company has not made any representations or given any advice with respect to the tax or other consequences of this Agreement, or any transactions contemplated by this Agreement to Executive and that the Executive has been advised of the importance of seeking independent counsel with respect to such consequences. By executing this Agreement, the Executive represents that the Executive has, after being advised of the potential conflicts between Executive and the Company with respect to the future consequences of this Agreement, either consulted independent legal counsel or elected, notwithstanding the advisability of seeking such independent legal counsel, not to consult with such independent legal counsel.

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 ​.

Independent Remedies. For the avoidance of doubt, if a Loss is subject to indemnification under more than one of subsections # – # of [Section 10.1], then Buyer may elect to recover its Losses under any one of more of the subsections for which indemnification is available.

Independent Contractors. The Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act, or failure to act, of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this [Section 10.12], that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.

Independent Contractor. WuXi ATU shall perform the Services as an independent contractor and, as such, neither WuXi ATU nor its employees shall be entitled to any benefits applicable to employees of Graphite, and neither Graphite nor its employees shall be entitled to benefits applicable to employees of WuXi ATU. Further, Neither Party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty or representation as to any matter.