Common use of Access to Information; Disclaimer Clause in Contracts

Access to Information; Disclaimer. Each of Parent and each Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the documents provided by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any Company Subsidiary, other than the representations and warranties of the Company made pursuant to this Agreement and the Support and Standstill Agreements and that all other representations and warranties are specifically disclaimed. Without limiting the foregoing, each of Parent and each Merger Sub further acknowledges and agrees that none of the Company, SCCII or any of their stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty except pursuant to this Agreement concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their respective businesses and operations.

Access to Information; Disclaimer. Each of Parent and each Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries subsidiaries and (ii) the documents provided electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any Company Subsidiaryof its subsidiaries, other than the representations and warranties of the Company made pursuant to expressly contained in ARTICLE III of this Agreement and the Support and Standstill Agreements or elsewhere in this Agreement and that all other representations and warranties are specifically disclaimed. Without limiting the foregoing, each of Notwithstanding any information given or made available to Parent and each Merger Sub, Parent and Merger Sub further acknowledges and agrees that none of are entitled to rely exclusively on the Company, SCCII or any of their stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty except pursuant to this Agreement concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their respective businesses ’s representations and operationswarranties set forth herein.

Access to Information; Disclaimer. Each of Parent and each Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries subsidiaries and (ii) the documents provided by the Company for purposes of the transactions contemplated by this AgreementTransactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its subsidiaries, their respective businesses and the transactions contemplated hereby, Transactions and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any Company Subsidiaryof its subsidiaries, other than the representations and warranties of the Company made pursuant to expressly contained in Article III of this Agreement and the Support and Standstill Agreements or in any Transaction Document and that all other representations and warranties are specifically disclaimed. Without limiting the foregoing, except as set forth in Article III of this Agreement or in any Transaction Document, each of Parent and each Merger Sub further acknowledges and agrees that none of the Company, SCCII Company or any of their its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty except pursuant to this Agreement concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries subsidiaries or their respective businesses and operations.

Access to Information; Disclaimer. Each of Parent and each the Merger Sub Subs acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its subsidiaries the Company Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the personnel, properties, premises and books and records of the Company and its Subsidiaries and (ii) the documents provided by the Company for purposes of the transactions contemplated by this AgreementSubsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers the management of the Company and Company, (d) has conducted its own independent investigation and analysis of the Company and its subsidiariesthe Company Subsidiaries, their respective businesses and the Mergers and the other transactions contemplated hereby, and has not neither Parent nor the Merger Subs have been induced by or relied on any representation, warranty or other statement by any Person person on behalf of the Company or any Company Subsidiary, other than the representations and warranties of the Company made pursuant to this Agreement expressly contained in Article III, and the Support (e) specifically disclaims any and Standstill Agreements and that all other representations and warranties are specifically disclaimed. Without limiting the foregoing, each of Parent and each Merger Sub further acknowledges and agrees that none made by or on behalf of the Company, SCCII any Company Subsidiary or any Company Representative, other than the representations and warranties of their stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty except pursuant to this Agreement concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their respective businesses and operationsCompany expressly contained in Article III.