Common use of Access and Investigation; Non-Reliance Clause in Contracts

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the “Project Clover” Intralinks data room maintained on behalf of the Sellers, and (b) have been afforded full access to the books and records, facilities and officers, managers, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties expressly and specifically set forth in Article V and Article VI, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Sellers, the Company or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”).

Access and Investigation; Non-Reliance. The Purchaser Each of the Purchaser, the Merger Sub and its their respective representatives (a) have had access to and the opportunity to review all of the documents in the “Venue Virtual Data Room for Project Clover” Intralinks data room Arch maintained on behalf of the SellersCompany, and (b) have has been afforded full access to the books and records, facilities and officers, managers, employees and other representatives certain properties of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of has reviewed the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of Company and its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and its Non-Recourse Parties the Merger Sub (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and Article VIwarranties expressly and specifically made in any other Transaction Document), as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Members and Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of its their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”)Agreement.

Access and Investigation; Non-Reliance. The Each of the Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the “"Project Clover” Intralinks Sapphire" data room maintained by CapLinked on behalf of the SellersCompany, and (b) have has been afforded full reasonable access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and each of its Non-Recourse Parties have each has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, Company and each of its Subsidiaries Subsidiaries, and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and its Non-Recourse Parties (i) have has relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company and the Sellers expressly and specifically set forth in Article V IV and Article VIV, respectively, as qualified by the Disclosure Schedules, and any representations and warranties specifically set forth in an Ancillary Document, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Sellers, the Company Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “"data rooms” " or presentations, including “"management presentations”"). In connection with the transactions contemplated hereby, Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and each of Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 8.06, Section 10.01, Section 11.02, and Section 13.16.

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the “Project CloverStar” Intralinks data room maintained by Intralinks Inc. on behalf of the SellersCompany, and (b) have been afforded full reasonable access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse Parties have each conducted to its Purchaser’s satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, liabilities and properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and its Non-Recourse Parties (i) have has relied solely on the results of such independent investigation and verification and on the representations and warranties of the Seller and the Company expressly and specifically set forth in Article V IV and Article VIV, respectively, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”). In connection with the transactions contemplated hereby, the Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and the Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 8.07 and Sections 10.01, 11.02 and 13.14.

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review reviewed all of the documents in the “Project Clover” Intralinks data room maintained by Donnelley Financial Solutions Venue on behalf of the Sellers, Seller and (b) have been afforded full access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and each of its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and each of its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of Seller expressly and specifically set forth in Article V ARTICLE IV and Article VIARTICLE V, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning SellersSeller, the Company, Company or any of their respective Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”) and (iii) understand that it shall have no claim with respect to their purported use of, or reliance on, any such representations, warranties or statements (including by admission). In connection with the transactions contemplated hereby, the Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and each of the Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 6.12. Purchaser understands that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, is familiar with such uncertainties, and is taking full responsibility for making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser and its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information).

Access and Investigation; Non-Reliance. The Each of the Purchaser, the Merger Sub, the Blocker Purchaser and its their respective representatives (a) have had access to and the opportunity to review all of the documents in the “Project Clover” Intralinks Franklin data room maintained by Xxxxxxxxx Financials Solutions on behalf of the SellersCompany, and (b) have has been afforded full reasonable access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Blockers, the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser, the Merger Sub and the Blocker Purchaser and its each of their respective Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the CompanyBlockers, the Company and each of its Subsidiaries Subsidiaries, and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser, the Merger Sub and the Blocker Purchaser and its each of their respective Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company and the Blocker Sellers expressly and specifically set forth in Article V and Article VI, respectively (together with any representations and warranties expressly and specifically made by the Unitholder in their respective Letters of Transmittal, the Support Agreement and Restrictive Covenant Agreements, as applicable), as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Sellers, the Company Representative or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser, the Merger Sub, the Blocker Purchaser or any of its their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser, the Merger Sub, the Blocker Purchaser or any of its their respective Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”). In connection with the transactions contemplated hereby, each of the Purchaser, the Merger Sub and the Blocker Purchaser has been represented by, and adequately consulted with, legal counsel of their choice and each of the Purchaser, the Merger Sub, the Blocker Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser, the Merger Sub and the Blocker Purchaser have knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 9.06, Section 11.01, Section 12.02 and Section 14.15.

Access and Investigation; Non-Reliance. The Purchaser Each of Parent, Merger Sub and its their respective representatives (a) have had access to and the opportunity to review all of the documents in (i) the project “Project CloverEagle” Intralinks data room maintained by Datasite on behalf of the SellersCompany and (ii) the “Belcan 3rd Party Contract Review Documents” data room maintained by SharePoint on behalf of the Company, in each case, to the extent made available to Parent, Merger Sub and their respective representatives and (b) have been afforded full reasonable access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser Parent and its Merger Sub and each of their respective Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser each of Parent and its Merger Sub and each of their respective Non-Recourse Parties (ix) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly and specifically set forth in Article V and Article VI, (as qualified by the Disclosure Schedules), together with any representations and warranties expressly and specifically made by the Unitholder in its Letter of Transmittal and (iiy) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, any Subsidiary of the Company the Unitholder, the Company Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser Parent or Merger Sub or any of its their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser Parent, Merger Sub or any of its their respective Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”). In connection with the transactions contemplated hereby, each of Parent and Merger Sub has been represented by, and adequately consulted with, legal counsel of their choice and each of Parent, Merger Sub and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, Parent and Merger Sub have knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 8.06, Section 10.01, Section 11.02 and Section 13.15.

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the “Project Clover” Intralinks data room maintained on behalf of the Sellers, Data Room and (b) have been afforded full access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and each of its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and each of its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of Seller expressly and specifically set forth in Article V ARTICLE III and Article VIARTICLE IV, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning SellersSeller, the Company, Company or any of their respective Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”). Under no circumstances shall any of the representations and warranties of the Seller made herein be imputed to, or deemed to have been made by, any other Person. In connection with the transactions contemplated hereby, the Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and each of the Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 7.04. Purchaser understands that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, is familiar with such uncertainties, and is taking full responsibility for making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser and its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information).

Access and Investigation; Non-Reliance. The Each of the Purchaser and its respective representatives (a) have had access to and the opportunity to review all of the documents in the “Project Clover” Intralinks Xxxx Firmex data room maintained by Bowstring on behalf of the SellersCompany, and (b) have has been afforded full the opportunity to access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse Non‑Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and its Non-Recourse Non‑Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Seller expressly and specifically set forth in Article V III and Article VIIV, as qualified by the Disclosure SchedulesSchedules (subject to Section 10.06), and in any Seller Document or Company Document and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “"data rooms” " or presentations, including “"management presentations”"). In connection with the transactions contemplated hereby, Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and each of the Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 6.04 and Section 7.01.

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the “Project Clover” Intralinks "Contemporary Lifestyle Group" data room maintained by CapLinked on behalf of the SellersCompanies, and (b) have been afforded full access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries Acquired Companies for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and each of its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries Acquired Companies and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, each of the Purchaser and each of its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Seller expressly and specifically set forth in Article V III and Article VIIV, in each case, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersAcquired Companies, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective Subsidiaries Acquired Companies or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this AgreementTransactions, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement Transactions (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “"data rooms” " or presentations, including “"management presentations”").

Access and Investigation; Non-Reliance. The Purchaser and its representatives (a) have had access to and the opportunity to review all of the documents in the online “data room” established by Intralinks for Project Clover” Intralinks data room maintained Wrap on behalf of the SellersCompany, and (b) have been afforded full access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser is familiar with such uncertainties, that the Purchaser and its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser and its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). The Purchaser and each of its Non-Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and each of its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Seller expressly and specifically set forth in Article V IV and the Company expressly and specifically set forth in Article VIV, as qualified qualified, in each case, by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Seller or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations, including “management presentations”) and (iii) none of the Purchaser or any of its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or statements (including by omission).

Access and Investigation; Non-Reliance. The Purchaser Each of the Purchaser, the Merger Sub and its their respective representatives (a) have had access to and the opportunity to review all of the documents in the “"Project Clover” Intralinks Water" data room maintained by Intralinks on behalf of the SellersCompany, and (b) have been afforded full access to the books and records, facilities and officers, managersdirectors, employees and other representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse the Merger Sub and each of their respective Non‑Recourse Parties have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser and its Non-Recourse the Merger Sub and each of their respective Non‑Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly and specifically set forth in Article V IV (together with any representations and Article VIwarranties expressly and specifically made by the Stockholders in their respective Letters of Transmittal), as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the SellersCompany, the Company Stockholders and Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning Sellers, the Company, any of their respective its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of its their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser Purchaser, the Merger Sub or any of its their respective Non-Recourse Parties in certain “"data rooms” room" or presentations, including “"management presentations”"). In connection with the transactions contemplated hereby, each of the Purchaser and Merger Sub has been represented by, and adequately consulted with, legal counsel of their choice and each of the Purchaser, the Merger Sub and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser and the Merger Sub have knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 6.05 and Section 7.01.