Common use of Buyer Acknowledgment Clause in Contracts

Buyer Acknowledgment. (a) Buyer acknowledges and agrees, on behalf of itself and each of its Affiliates, that (i) it is reasonable for Buyer to rely solely on the representations or warranties of the Seller Parties specifically contained in this Agreement and the other Seller Representations and (ii) the Seller Parties have not made, and the Seller Parties do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the nature, quality or condition (financial or otherwise) of the Business, the Purchased Assets or the Assumed Liabilities or (B) the suitability of the Purchased Assets for any and all activities and uses that Buyer may conduct therewith or thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (b) Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, the Purchased Assets and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets and the Assumed Liabilities as it has requested and (iii) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (c) In connection with Buyer’s investigation of the Business, the Purchased Assets or the Assumed Liabilities, Buyer and its Representatives have received from Seller (directly or through its Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that none of Seller or any of its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Business, the Purchased Assets or the Assumed Liabilities furnished or made available to Buyer or its Representatives or otherwise with respect to the Business, Seller or the Selling Subsidiaries, or its or their operations, business, financial condition, assets, liabilities or

Buyer Acknowledgment. (a) Buyer acknowledges and agrees, on behalf of itself and each of its Affiliates, that (i) it is reasonable for Buyer to rely solely on the representations or warranties of the Seller Parties specifically contained in this Agreement and the other Seller Representations and (ii) the Seller Parties have not made, and the Seller Parties do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the nature, quality or condition (financial or otherwise) of the Business, the Purchased Assets or the Assumed Liabilities or (B) the suitability of the Purchased Assets for any and all activities and uses that Buyer may conduct therewith or thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (b) Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, the Purchased Assets and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets and the Assumed Liabilities as it has requested and (iii) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (c) In connection with Buyer’s investigation of the Business, the Purchased Assets or the Assumed Liabilities, Buyer and its Representatives have received from Seller (directly or through its Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that none of Seller or any of its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Business, the Purchased Assets or the Assumed Liabilities furnished or made available to Buyer or its Representatives or otherwise with respect to the Business, Seller or the Selling Subsidiaries, or its or their operations, business, financial condition, assets, liabilities oror prospects. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud.

Buyer Acknowledgment. (a) The Buyer acknowledges and agrees, on behalf of itself and each of its Affiliatesthe Buyer Indemnified Parties, that (ia) it is reasonable for the Buyer to rely solely on the representations or warranties of the Seller Parties Sellers specifically contained in this Agreement; (b) none of the Buyer or any of its Affiliates are affiliated with, related to, or have a fiduciary relationship with, any Seller or any of its Affiliates in connection with this Agreement and or the transactions contemplated hereby; (c) no potential source of financing or other third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation made by or on behalf of any Seller Representations in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to the Buyer or any of its Representatives, investment bankers or potential or actual sources of financing; and (iid) the no Seller Parties have not has made, and the each Seller Parties do does not make and specifically negate negates and disclaim disclaims any representations, warranties, promises, covenants, agreements or guarantees guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) specifically set forth in this Agreement or in the Seller Representationsofficer’s certificate delivered to Buyer pursuant to Section 8.2(d)): (Ai) the nature, quality or condition (financial or otherwise) of the Business, assets of the Purchased Assets or the Assumed Liabilities or Companies; (Bii) the suitability of the assets of the Purchased Assets Companies for any and all activities and uses that Buyer may, or may cause any Purchased Company to, conduct therewith or thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (b) Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, the Purchased Assets and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets and the Assumed Liabilities as it has requested and ; (iii) will not assert any claim against any Seller Party the compliance of or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any assets of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets Companies or their operation with any past, existing or future Laws; (iv) the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations manner or to pursue claims for fraud. (c) In connection with Buyer’s investigation quality of the Businessconstruction or materials, if any, incorporated into the assets of the Purchased Assets Companies; (v) the manner, quality, state of repair or the Assumed Liabilities, Buyer and its Representatives have received from Seller (directly or through its Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation lack of repair of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that none assets of Seller or any of its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Business, the Purchased Assets or the Assumed Liabilities furnished or made available to Buyer or its Representatives or otherwise with respect to the Business, Seller or the Selling Subsidiaries, or its or their operations, business, financial condition, assets, liabilities orCompanies; and

Buyer Acknowledgment. (a) Buyer acknowledges and agrees, agrees to the following (on behalf of itself and each of its Affiliates, that ): (ia) it is reasonable for Buyer has conducted to rely solely on the representations or warranties its satisfaction an independent investigation of the Seller Parties specifically contained financial condition, results of operations, assets, liabilities, properties and projected operations of the Purchased Companies, and, in making its determination to proceed with the transactions contemplated by this Agreement and the other Seller Representations Ancillary Agreements, Buyer and its respective Affiliates (x) have relied solely on the results of their own respective independent investigation and the representations and warranties of the Sellers expressly and specifically set forth in Article III, as qualified by the Schedules, in the Ancillary Agreements and in the officer’s certificate delivered to Buyer pursuant to Section 8.2(c) and (iiy) the Seller Parties have not maderelied on the accuracy or completeness of any other information provided to (or otherwise acquired by) Buyer or any of its respective Non-Recourse Parties. (b) Other than as expressly set forth in Article III, as qualified by the Schedules, in any Ancillary Agreement or in the officer’s certificate delivered to Buyer pursuant to Section 8.2(c), none of the Purchased Companies, the Sellers or any Non-Recourse Party of the foregoing makes or provides, and the Seller Buyer and its respective Non-Recourse Parties do not make and specifically negate and disclaim hereby waive, any representationswarranty or representation, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the naturequality, quality merchantability, fitness for a particular purpose, conformity to samples or condition of any Purchased Company’s assets or any part thereof. (financial or otherwisec) of the BusinessNONE OF THE PURCHASED COMPANIES, the Purchased Assets or the Assumed Liabilities or THE SELLERS OR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES, HAVE MADE ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS (BINCLUDING BY OMISSION) the suitability of the Purchased Assets for any and all activities and uses that Buyer may conduct therewith or thereon. OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROSPECTS, ASSETS OR LIABILITIES OF THE PURCHASED COMPANIES OR THE QUALITY, QUANTITY OR CONDITION OF THE ASSETS OF THE PURCHASED COMPANIES) TO BUYER ACKNOWLEDGES OR ANY OF ITS RESPECTIVE NON-RECOURSE PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND AGREES THAT IT THE ANCILLARY AGREEMENTS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES OF GRIFFON EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE III, AS QUALIFIED BY THE SCHEDULES, IN ANY ANCILLARY AGREEMENT OR IN THE OFFICER’S CERTIFICATE DELIVERED TO BUYER PURSUANT TO SECTION 8.2(C). (d) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GRIFFON EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE III, AS QUALIFIED BY THE SCHEDULES, IN ANY ANCILLARY AGREEMENT OR IN THE OFFICER’S CERTIFICATE DELIVERED TO BUYER PURSUANT TO SECTION 8.2(C) (X) BUYER IS ACQUIRING THE PURCHASED ASSETS COMPANIES ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoingBASIS AND (Y) NONE OF THE SELLERS NOR ANY OTHER PERSON (INCLUDING, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraudFOR THE AVOIDANCE OF DOUBT, EACH OF THEIR RESPECTIVE NON-RECOURSE PARTIES), WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY, IS MAKING, AND NONE OF ANY OF BUYER OR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES IS RELYING ON, ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS (INCLUDING BY OMISSION) OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE PURCHASED COMPANIES OR ANY OF THEIR OTHER RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, OR IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO, OR OTHERWISE ACQUIRED BY BUYER OR ANY OF ITS RESPECTIVE NON-RECOURSE PARTIES (INCLUDING BY WAY OF ANY DOCUMENTS, INFORMATION OR MATERIALS INCLUDED OR REFERRED TO IN THE DATA ROOM, THE CONFIDENTIAL INFORMATION PRESENTATION OR OTHERWISE), OR STATEMENT MADE, BY THE SELLERS, THE PURCHASED COMPANIES OR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR PURSUANT TO THE ANCILLARY AGREEMENTS. (be) Buyer acknowledges and agreesBUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS ACQUISITION OF THE PURCHASED SHARES. BUYER CONFIRMS THAT IT CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE PURCHASED SHARES, on behalf AND CAN AFFORD TO LOSE ITS ENTIRE INVESTMENT IN SUCH PURCHASED SHARES, HAS BEEN FURNISHED THE MATERIALS RELATING THERETO WHICH BUYER HAS REQUESTED, AND THE SELLERS HAVE PROVIDED BUYER AND ITS REPRESENTATIVES THE OPPORTUNITY TO ASK QUESTIONS OF THE OFFICERS AND MANAGEMENT EMPLOYEES OF THE PURCHASED COMPANIES AND TO ACQUIRE ADDITIONAL INFORMATION ABOUT THE BUSINESS AND FINANCIAL CONDITION OF THE PURCHASED COMPANIES. BUYER IS ACQUIRING THE PURCHASED SHARES FOR INVESTMENT AND NOT WITH A VIEW TOWARD OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF, OR WITH ANY PRESENT INTENTION OF DISTRIBUTING OR SELLING SUCH PURCHASED SHARES. BUYER AGREES THAT SUCH PURCHASED SHARES MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS, EXCEPT PURSUANT TO APPLICABLE EXEMPTIONS THEREFROM. (f) None of itself and its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the BusinessSellers, the Purchased Assets and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets and the Assumed Liabilities as it has requested and (iii) will not assert any claim against any Seller Party Companies or any of their respective Affiliates Non-Recourse Parties, whether in an individual, corporate or Representatives any other capacity, will have or hold be subject to any Seller Party liability or obligation (indemnification or otherwise) to Buyer or any of their its respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) Non-Recourse Parties resulting from (other than as set forth in the following sentence) furnished by the Seller Parties nor shall Buyer or any of their its respective Affiliates Non-Recourse Parties have any claim with respect to) the distribution to Buyer or Representatives concerning the Seller any of its respective Non-Recourse Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches or any of Seller Representations its respective Non-Recourse Parties’ use of, or to pursue claims for fraud. (c) In connection with Buyer’s investigation of the Businessreliance on, the Purchased Assets or the Assumed Liabilitiesany information, Buyer and its Representatives have received from Seller (directly or through its Representatives) certain documents, projections, estimates and forecasts or other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any of its respective Non-Recourse Parties in the Data Room or presentations (including, for the avoidance of doubt, in the Confidential Information Presentation or other form “management presentations”) in expectation of of, or in connection with, the transactions contemplated by this Agreement or Agreement, the Ancillary AgreementsAgreements or otherwise, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (g) (collectivelyWithout in any way limiting the generality of the foregoing, “Projections”). Buyer acknowledges Buyer, on its own behalf and on behalf of their Non-Recourse Parties, acknowledge that there are uncertainties inherent in attempting to make such Projectionsprojections, forward looking statements and other forecasts and estimates and certain business plan information, that it is Buyer and its Non-Recourse Parties are familiar with such uncertainties, that Buyer 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 it 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) and the Ancillary Agreements, that no representations, warranties or statements (including by omission) of any kind are being made with respect thereto, that none of Seller Buyer or any of its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Business, the Purchased Assets or the Assumed Liabilities furnished or made available to Non-Recourse Parties is relying thereon and that Buyer or and its Representatives or otherwise respective Non-Recourse Parties shall have no claim against anyone with respect to the Business, Seller or the Selling Subsidiaries, or its or their operations, business, financial condition, assets, liabilities orthereto

Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of its their Affiliates, that (i) it is reasonable for Buyer to rely solely on none of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the representations Stockholders, the Stockholders’ Representative, the Company or warranties any of the Seller Parties specifically contained in this Agreement and the other Seller Representations their respective Affiliates; and (ii) the Seller Parties have not made, and the Seller Parties do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements no third party is entitled to rely on or guarantees is otherwise intended to be a beneficiary of any kind representation made by or character whatsoever, whether express on behalf of the Company in or implied, oral or written, past, presentpursuant to this Agreement, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the nature, quality or condition (financial or otherwise) any of the Businessstatements or information contained herein or in any Appendix, the Purchased Assets Exhibit or the Assumed Liabilities Schedule hereto or (B) the suitability otherwise furnished or made available to Buyer, Merger Sub or any of the Purchased Assets for any and all activities and uses that Buyer may conduct therewith their respective Representatives, investment bankers or thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraudother Persons. (b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and its their respective Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, the Purchased Assets Company and the Assumed Liabilities, its Subsidiaries and (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets Company and the Assumed Liabilities its Subsidiaries as it has requested and (iii) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraudrequested. (c) In connection with Buyer’s and Merger Sub’s investigation of the Business, the Purchased Assets or the Assumed LiabilitiesCompany and its Subsidiaries, Buyer and its Merger Sub and their respective Representatives have received from Seller the Stockholders’ Representative, a Stockholder, or the Company (directly individually or through its Representativesany of their Representatives or the Company’s Subsidiaries) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of Seller the Stockholders, the Stockholders’ Representative, the Company or any of its their Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Business, the Purchased Assets Company or the Assumed Liabilities any of its Subsidiaries furnished or made available to Buyer Buyer, Merger Sub or its their respective Representatives or otherwise with respect to any of the Business, Seller Company or the Selling Subsidiaries, or any of its Subsidiaries or their operations, business, financial condition, assets, liabilities oror prospects, and none of the Stockholders, the Stockholders’ Representative, the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or Buyer’s or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any form.

Buyer Acknowledgment. (a) The Buyer acknowledges and agrees, on behalf of itself and each of its Affiliates, that that: (i) the Buyer has relied, and it is reasonable for the Buyer to rely rely, solely on the representations or warranties of the Seller Parties and the Company specifically contained in this Agreement and on the other Seller Representations results of the Buyer’s own independent investigation and verification; (ii) no third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation or covenant made by or on behalf of the Seller Parties or the Company in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to the Buyer or any of its Representatives, investment bankers or other Persons; (iii) there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Buyer and its Affiliates are familiar with such uncertainties, that the Buyer and its Affiliates 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 it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such documents), that no representations, warranties or statements (including by omission) of any kind (except to the extent expressly set forth in Article III) are being made by the Seller or the Company with respect thereto, and that the Buyer, its Affiliates or Representatives shall have not no claim against anyone with respect thereto; and (iv) the representations and warranties of the Seller and the Company expressly and specifically set forth in Article III of this Agreement constitute the sole and exclusive representation, warranties, and statements (including by omission) of any kind of the Seller, the Company or any of their respective Representatives or Affiliates in connection with the transactions contemplated by this Agreement, and neither the Seller nor the Company, or any of their respective Representatives or Affiliates, has made, and the Seller Parties do not make and each specifically negate negates and disclaim disclaims any representations, warranties, promises, covenants, agreements agreements, guaranties or guarantees statements (including by omission) of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or concerning, with respect to to, or in connection with the transactions contemplated by this Agreement (except as (as, and solely to the extent) , specifically set forth in the Seller Representations): this Agreement), including with respect to: (A) the future or historical nature, quality or condition (financial or otherwise) of the Business, assets of the Purchased Assets or the Assumed Liabilities or Companies; (B) the suitability of the assets of the Purchased Assets Companies for any and all activities and uses that the Buyer may, or may cause any Purchased Company to, conduct therewith or thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (b) Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, the Purchased Assets and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Business, the Purchased Assets and the Assumed Liabilities as it has requested ; and (iiiC) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (c) In connection with Buyer’s investigation of the Business, the Purchased Assets or the Assumed Liabilities, Buyer and its Representatives have received from Seller (directly or through its Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that none of Seller or any of its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written other information provided to (or oral information regarding otherwise acquired by) the Business, the Purchased Assets or the Assumed Liabilities furnished or made available to Buyer or any of its Representatives or otherwise with respect to the Business, Seller or the Selling Subsidiaries, or its or their operations, business, financial condition, assets, liabilities orAffiliates.