Common use of Brokers; No Inducement or Reliance; Independent Assessment Clause in Contracts

Brokers; No Inducement or Reliance; Independent Assessment. (a) Buyer (or its Affiliates) is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the Transactions based upon arrangements made by or on behalf of Buyer or any Affiliate. (b) Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Acquired Companies, or their respective Affiliates or Representatives that are not expressly set forth in Article IV and Article V (including the Seller Disclosure Schedule), the Parent Guarantee, the Loan Agreement, and the Parent Loan Guarantee, whether or not any such representations, warranties or statements were made in writing or orally. (c) Without limiting the foregoing: (i) except as expressly provided in Article IV, Article V, the Parent Guarantee, the Loan Agreement or the Parent Loan Guarantee, none of the Acquired Companies, Seller or their Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Acquired Companies or their profitability for Buyer, or with respect to any forecasts, projections or business plans made available to Buyer or any other Person (including Buyer’s Affiliates or Representatives) in connection with Buyer’s review of the Acquired Companies and the Business and this Agreement; and (ii) any estimates, assumptions, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer by or on behalf of Seller, including any confidential information memorandum, the Electronic Data Room and all management presentations established or provided in connection with the Transactions, (A) are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates and (B) shall not form the basis, in whole or in part, for any claim against Seller or any of its Affiliates. (d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV AND ARTICLE V, THE PARENT GUARANTEE, THE LOAN AGREEMENT AND THE PARENT LOAN GUARANTEE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.

Brokers; No Inducement or Reliance; Independent Assessment. (a) Neither Buyer nor any Affiliate of Buyer has any liability or obligation (contingent or its Affiliatesotherwise) is solely responsible for the payment of the fees and expenses of to pay any brokerfees, commissions or any other amounts to any investment banker, financial adviser broker, finder, agent or other Person acting in a similar capacity in connection intermediary with respect to the Transactions based upon arrangements made transactions contemplated by or on behalf of Buyer or any Affiliatethis Agreement and the Transaction Agreements. (b) Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Acquired Companies, or their respective Affiliates or Representatives that are not expressly set forth in Article IV and Article V (including the any Seller Disclosure Schedule), the Parent Guarantee, the Loan Agreement, and the Parent Loan Guarantee, whether or not any such representations, warranties or statements were made in writing or orally. (c) . Without limiting the foregoing: , and except as expressly set forth in Article IV or Article V: (i) except as expressly provided in Article IV, Article V, the Parent Guarantee, the Loan Agreement or the Parent Loan Guarantee, none of the Acquired Companies, Seller or their Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Acquired Companies or their profitability for Buyer, or with respect to any forecasts, projections or business plans made available to Buyer or any other Person (including Buyer’s Affiliates or Representatives) in connection with Buyer’s review of the Acquired Companies and the Business and this AgreementBusiness; and and (ii) any estimates, assumptions, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer by or on behalf of Seller, including any confidential information memorandum, any actuarial reports, the Electronic Data Room electronic data site and all management presentations established or provided in connection with the Transactionstransactions contemplated by this Agreement, (A) are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates and (B) shall not form the basis, in whole or in part, for any claim against Seller or any of its Affiliates. (dc) WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGWithout limiting the generality of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE except as expressly set forth in the representations and warranties in Article IV AND ARTICLE and Article V, THE PARENT GUARANTEE, THE LOAN AGREEMENT AND THE PARENT LOAN GUARANTEE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENTPURPOSE.

Brokers; No Inducement or Reliance; Independent Assessment. (a) Buyer (or its Affiliates) is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the Transactions transactions contemplated by this Agreement or any of the Transaction Agreements based upon arrangements made by or on behalf of Buyer or any Affiliate. (b) Each of Buyer, Buyer Parent and Buyer Parent GP has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Acquired Companies, or their respective Affiliates or Representatives that are not expressly set forth in Article IV and Article V (including the Seller Disclosure Schedule), the Parent Guarantee, the Loan Agreement, and the Parent Loan Guarantee, whether or not any such representations, warranties or statements were made in writing or orally. (c) Without limiting the foregoing: , and except as otherwise set forth herein, and without limiting the scope of Section 5.25 or the other representations and warranties set forth in Article IV or Article V: (i) except as expressly provided in Article IV, Article V, the Parent Guarantee, the Loan Agreement or the Parent Loan Guarantee, none of the Acquired Companies, Seller or their Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Acquired Companies or their profitability for Buyer, Buyer Parent or Buyer Parent GP, or with respect to any forecasts, projections or business plans made available to Buyer, Buyer Parent, Buyer Parent GP or any other Person (including Buyer’s, Buyer Parent’s and Buyer Parent GP’s Affiliates or Representatives) in connection with Buyer’s, Buyer Parent’s and Buyer Parent GP’s review of the Acquired Companies and their business (it being understood that the Business foregoing shall not be deemed to limit any representation or warranty of Seller in Article V with respect to correct and this Agreementcomplete copies of any such documents having been made available to Buyer, Buyer Parent or Buyer Parent GP); and and (ii) any estimates, assumptions, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer, Buyer Parent or Buyer Parent GP by or on behalf of Seller, including any confidential information memorandum, the Electronic Data Room Actuarial Appraisal or any other communication by or on behalf of Milliman, the electronic data site and all management presentations established or provided in connection with the Transactionstransactions contemplated by this Agreement, (A) are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates and (B) shall not form the basis, in whole or in part, for any claim against Seller or any of its Affiliates. (d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV AND ARTICLE V, THE PARENT GUARANTEE, THE LOAN AGREEMENT AND THE PARENT LOAN GUARANTEE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.and

Brokers; No Inducement or Reliance; Independent Assessment. (a) Buyer (or its Affiliates) is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the Transactions transactions contemplated by this Agreement or any of the Transaction Agreements based upon arrangements made by or on behalf of Buyer or any Affiliate. (b) Each of Buyer, Buyer Parent and Buyer Parent GP has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Acquired Companies, or their respective Affiliates or Representatives that are not expressly set forth in Article IV and Article V (including the Seller Disclosure Schedule), the Parent Guarantee, the Loan Agreement, and the Parent Loan Guarantee, whether or not any such representations, warranties or statements were made in writing or orally. (c) Without limiting the foregoing: , and except as otherwise set forth herein, and without limiting the scope of Section 5.25 or the other representations and warranties set forth in Article IV or Article V: (i) except as expressly provided in Article IV, Article V, the Parent Guarantee, the Loan Agreement or the Parent Loan Guarantee, none of the Acquired Companies, Seller or their Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Acquired Companies or their profitability for Buyer, Buyer Parent or Buyer Parent GP, or with respect to any forecasts, projections or business plans made available to Buyer, Buyer Parent, Buyer Parent GP or any other Person (including Buyer’s, Buyer Parent’s and Buyer Parent GP’s Affiliates or Representatives) in connection with Buyer’s, Buyer Parent’s and Buyer Parent GP’s review of the Acquired Companies and their business (it being understood that the Business foregoing shall not be deemed to limit any representation or warranty of Seller in Article V with respect to correct and this Agreementcomplete copies of any such documents having been made available to Buyer, Buyer Parent or Buyer Parent GP); and and (ii) any estimates, assumptions, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer, Buyer Parent or Buyer Parent GP by or on behalf of Seller, including any confidential information memorandum, the Electronic Data Room Actuarial Appraisal or any other communication by or on behalf of Milliman, the electronic data site and all management presentations established or provided in connection with the Transactionstransactions contemplated by this Agreement, (A) are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates and (B) other than in the case of fraud, shall not form the basis, in whole or in part, for any claim against Seller or any of its AffiliatesAffiliates (it being understood that the foregoing shall not be deemed to limit any representation or warranty of Seller in Article V with respect to correct and complete copies of any such documents having been made available to Buyer, Buyer Parent or Buyer Parent GP). (d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGWithout limiting the generality of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE except as expressly set forth in the representations and warranties in Article IV AND ARTICLE and Article V, THE PARENT GUARANTEE, THE LOAN AGREEMENT AND THE PARENT LOAN GUARANTEE, (I) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (II) ANY ACQUIRED ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.

Brokers; No Inducement or Reliance; Independent Assessment. (a) Buyer (or its Affiliates) is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or any Affiliate. (b) Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Acquired CompaniesCompany, or their respective Affiliates or Representatives that are not expressly set forth in Article IV and Article V (including the Seller Disclosure Schedule), the Parent Guarantee, the Loan Agreement, and the Parent Loan Guarantee, whether or not any such representations, warranties or statements were made in writing or orally. (c) Without limiting the foregoing: (i) except as expressly provided in Article IV, Article V, the Parent Guarantee, the Loan Agreement or the Parent Loan Guarantee, none of the Acquired CompaniesCompany, Seller or their Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Acquired Companies Company or their its profitability for Buyer, or with respect to any forecasts, projections or business plans made available to Buyer or any other Person (including Buyer’s Affiliates or Representatives) in connection with Buyer’s review of the Acquired Companies Company and the Business and this Agreement; and (ii) Business. In addition, except as otherwise set forth herein, any estimates, assumptions, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer by or on behalf of Seller, including any confidential information memorandum, or any other communication, the Electronic Data Room electronic data room and all management presentations established or provided in connection with the Transactionstransactions contemplated by this Agreement, (Ai) are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates and (Bii) other than in the case of fraud, shall not form the basis, in whole or in part, for any claim against Seller or any of its Affiliates. (d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING. Without limiting the generality of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE except as expressly set forth in the representations and warranties in Article IV AND ARTICLE and Article V, THE PARENT GUARANTEE, THE LOAN AGREEMENT AND THE PARENT LOAN GUARANTEE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE COMPANY, THE BUSINESS, THE INSURANCE CONTRACTS, AND ANY OTHER ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.