Common use of Access to Information; No Reliance Clause in Contracts

Access to Information; No Reliance. (a) Each of Parent and Parent Merger Sub acknowledges and agrees that it (i) has had an opportunity to discuss the business of the Acquired Entities and their Subsidiaries with the management of the Acquired Entities, (ii) has had reasonable access to (x) the books and records of the Acquired Entities and their respective Subsidiaries and (y) the electronic dataroom maintained by the Acquired Entities for purposes of the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from the Acquired Entities and (iv) has conducted its own independent investigation of the Acquired Entities and their respective Subsidiaries, their respective businesses and the Transactions. Each of Parent and Parent Merger Sub further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by any Person on behalf of any Acquired Entity or any of their respective Subsidiaries, any Member, any Management Seller, any Manager or any of their respective Affiliates, other than the Acquired Entity Representations, and that, except in respect of any fraud, all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of the Acquired Entities, their respective Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the Acquired Entity Representations, and with the exception of fraud, each of Parent and Parent Merger Sub acknowledges and agrees that none of the Acquired Entities, the Member Representative nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Acquired Entity or any of their respective Subsidiaries or the future business, operations or affairs of any Acquired Entity or any of their respective Subsidiaries heretofore or hereafter delivered to or made available to Parent, Parent Merger Sub or their respective Representatives or Affiliates.

Access to Information; No Reliance. (a) Each of Parent and Parent Merger Sub Such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that it (i) has had an opportunity to discuss the business of the Acquired Entities Parent, Parent Merger Sub and their Subsidiaries respective Affiliates with the management of the Acquired EntitiesParent, (ii) has had reasonable access to (x) the books and records of the Acquired Entities and their respective Subsidiaries and (y) the electronic dataroom maintained by the Acquired Entities for purposes of the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from the Acquired Entities Parent, Parent Merger Sub and their respective Affiliates and (iv) has conducted its own independent investigation of the Acquired Entities Parent, Parent Merger Sub and their respective SubsidiariesAffiliates, their respective businesses and the Transactions. Each of Parent and Parent Merger Sub Such Member further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by any Person on behalf of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries, any Member, any Management Seller, any Manager or any of their respective Affiliates, other than the Acquired Entity Representationsrepresentations and warranties set forth in Section 2.03(b)(iv), Article 6 and thatSection 9.11 (each, as qualified by Disclosure Schedule), and, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of the Acquired EntitiesParent, Parent Merger Sub and their respective Subsidiaries Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the Acquired Entity Representationsrepresentations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), with the exception of fraud, each of Parent and Parent Merger Sub such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that none of the Acquired EntitiesParent, the Member Representative Parent Merger Sub, their respective Affiliates nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries or Affiliates nor the future business, operations or affairs of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries Affiliates heretofore or hereafter delivered to or made available to Parentany Acquired Entity, Parent Merger Sub Management Seller, Rollover Holdco Member or Member, or their respective Representatives or Affiliates.

Access to Information; No Reliance. (a) Each of Parent and Parent Merger Sub Acquired Entity acknowledges and agrees that it (i) has had an opportunity to discuss the business of the Acquired Entities Parent, Parent Merger Sub and their Subsidiaries respective Affiliates with the management of the Acquired EntitiesParent, (ii) has had reasonable access to (x) the books and records of the Acquired Entities and their respective Subsidiaries and (y) the electronic dataroom maintained by the Acquired Entities for purposes of the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from the Acquired Entities Parent, Parent Merger Sub and their respective Affiliates and (iviii) has conducted its own independent investigation of the Acquired Entities Parent, Parent Merger Sub and their respective SubsidiariesAffiliates, their respective businesses and the Transactions. Each of Parent and Parent Merger Sub Acquired Entity further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by any Person on behalf of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries, any Member, any Management Seller, any Manager or any of their respective Affiliates, other than the Acquired Entity Representationsrepresentations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), and that, except in respect of any fraud, all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of the Acquired EntitiesParent, Parent Merger Sub and their respective Subsidiaries Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the Acquired Entity Representationsrepresentations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by the Disclosure Schedule), and with the exception of fraud, each of Parent and Parent Merger Sub Acquired Entity acknowledges and agrees that none of the Acquired EntitiesParent, the Member Representative Parent Merger Sub, their respective Affiliates nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries or Affiliates nor the future business, operations or affairs of any Acquired Entity Parent, Parent Merger Sub or any of their respective Subsidiaries Affiliates heretofore or hereafter delivered to or made available to Parentany Acquired Entity, Parent Merger Sub Management Seller, Rollover Holdco Member or Member, or their respective Representatives or Affiliates.