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| Section {{eqderivprov|13.4}}. '''{{eqderivprov|Additional Acknowledgments}}'''. If “'''{{eqderivprov|Additional Acknowledgments}}'''” is specified as applicable in the related {{eqderivprov|Confirmation}}, then unless agreed to the contrary expressly and in writing in the related {{eqderivprov|Confirmation}} for a {{eqderivprov|Transaction}} and notwithstanding any communication that each party ([[and/or]] its {{eqderivprov|Affiliates}}) may have had with the other party, each party to a {{eqderivprov|Transaction}} acknowledges that: <br>
| | {{eqderivprov|13.4}}. '''{{eqderivprov|Additional Acknowledgments}}'''. If “'''{{eqderivprov|Additional Acknowledgments}}'''” applies each party acknowledges that: <br> |
| :{{eqderivprov|13.4(a)}} neither the other party nor its Affiliates provides investment, tax, accounting, legal or other advice in respect of such {{eqderivprov|Transaction}}; | | :{{eqderivprov|13.4(a)}} neither the other party nor its Affiliates provides professional advice on the {{eqderivprov|Transaction}}; |
| :{{eqderivprov|13.4(b)}} it has been given the opportunity to obtain information from the other party concerning the terms and conditions of such {{eqderivprov|Transaction}} necessary in order for it to evaluate the merits and risks of the {{eqderivprov|Transaction}}. Notwithstanding the foregoing, it and its advisors are not relying on any communication (written or oral and [[including, without limitation]], opinions of third party advisors) of the other party or its Affiliates as | | :{{eqderivprov|13.4(b)}} it has been able evaluate the merits and risks of the {{eqderivprov|Transaction}} to its satisfaction. It is not relying on any communication from the other party as professional advice, a recommendation or any kind of assurance about performance; |
| ::(i) legal, regulatory, tax, business, investments, financial, accounting or other advice,
| | :{{eqderivprov|13.4(c)}} the other party may have commercial relationships with the issuer of any {{eqderivprov|Underliers}} and may trade the {{eqderivprov|Underliers}} or derivatives on them at any time and that such trading may affect the price of the {{eqderivprov|Underliers}} and consequently the {{eqderivprov|Transaction}}. <br> |
| ::(ii) a recommendation to enter into such {{eqderivprov|Transaction}} or
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| ::(iii) an assurance or guarantee as to the expected results of such {{eqderivprov|Transaction}};
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| :it being understood that information and explanations related to the terms and conditions of such {{eqderivprov|Transaction}} are made incidental to the other party’s business and shall not be considered
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| ::(A) legal, regulatory, tax, business, investments, financial, accounting or other advice,
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| ::(B) a recommendation to enter into such {{eqderivprov|Transaction}} or
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| ::(C) an assurance or guarantee as to the expected results of the {{eqderivprov|Transaction}}.
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| ::Any such communication should not be the basis on which the recipient has entered into such {{eqderivprov|Transaction}}, and should be independently confirmed by the recipient and its advisors prior to entering into the {{eqderivprov|Transaction}}; and <br>
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| :{{eqderivprov|13.4(c)}} the other party [[and/or]] its {{isdaprov|Affiliates}} may have banking or other commercial relationships with the issuer of the shares underlying such {{eqderivprov|Transaction}} and may engage in proprietary trading in the {{eqderivprov|Shares}} or the {{eqderivprov|Index}}({{eqderivprov|es}}) (as applicable) or options, futures, derivatives or other instruments relating to the {{eqderivprov|Shares}} or the {{eqderivprov|Index}}({{eqderivprov|es}}) (as applicable) (including such trading as such party [[and/or]] its Affiliates deem appropriate in their sole discretion to hedge their market risk on such {{eqderivprov|Transaction}} and other transactions relating to the {{eqderivprov|Shares}} or the {{eqderivprov|Index}}({{eqderivprov|es}}) (as applicable) between each party [[and/or]] its Affiliates and the other party or with third parties), and that such trading may affect the price of the {{eqderivprov|Shares}} or the {{eqderivprov|Index}}({{eqderivprov|es}}) (as applicable) and consequently the amounts payable or deliverable under such {{eqderivprov|Transaction}}. Such trading may be effected at any time, including on or near the {{eqderivprov|Valuation Date}}({{eqderivprov|s}}). <br> | |
13.4. Additional Acknowledgments. If “Additional Acknowledgments” applies each party acknowledges that:
- 13.4(a) neither the other party nor its Affiliates provides professional advice on the Transaction;
- 13.4(b) it has been able evaluate the merits and risks of the Transaction to its satisfaction. It is not relying on any communication from the other party as professional advice, a recommendation or any kind of assurance about performance;
- 13.4(c) the other party may have commercial relationships with the issuer of any Underliers and may trade the Underliers or derivatives on them at any time and that such trading may affect the price of the Underliers and consequently the Transaction.