Common use of Buyer’s Independent Investigation Clause in Contracts

Buyer’s Independent Investigation. Buyer represents, warrants and acknowledges that (i) it and its representatives have undertaken an independent investigation, examination, analysis and verification of each Acquired Company and the Business and the assets, liabilities, operations, financial results and prospects of each Acquired Company, including Buyer’s own estimate of the value of the Acquired Companies (ii) it has had the opportunity to ask questions of, and has received sufficient answers from, the Acquired Companies, the Sellers and their respective representatives, with respect to the Business and the assets, liabilities, operations, financial results, and prospects of each Acquired Company, (iii) all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Buyer has not relied upon, and each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, the accuracy, completeness or materiality of any representation, warranty, statement, advice, document, projection, data, information or other materials (written or oral) of any type provided, furnished or made available by or on behalf of the Sellers, any Acquired Company, or their Affiliates or any of their representatives, except for those representations and warranties expressly set forth in Article 3. In connection with such investigation, Buyer and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), and Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any other Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer or any other Person resulting from, the distribution to Buyer or their use of, Forward‑Looking Statements.

Buyer’s Independent Investigation. Buyer and Merger Sub each represents, warrants and acknowledges that (i) it and its representatives have undertaken an independent investigation, examination, analysis and verification of each Acquired Company and the Business and the assets, liabilities, operations, financial results and prospects of each Acquired Company, including Buyer’s and Merger Sub’s own estimate of the value of the Acquired Companies Shares (ii) it has had the opportunity to ask questions of, and has received sufficient answers from, the Acquired Companies, the Sellers and their respective representatives, with respect to the Business and the assets, liabilities, operations, financial results, and prospects of each Acquired Company, (iii) all materials and information requested by Buyer or Merger Sub have been provided to Buyer and Merger Sub to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Neither Buyer nor Merger Sub has not relied upon, and each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, the accuracy, completeness or materiality of any representation, warranty, statement, advice, document, projection, data, information or other materials (written or oral) information of any type provided, furnished or made available provided by or on behalf of the Sellers, any Acquired Company, or their Affiliates or any of their representatives, except for those representations and warranties expressly set forth in Article 3. In connection with such investigation, each of Buyer and Merger Sub and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), and Buyer and Merger Sub each acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any other Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer Buyer, Merger Sub, or any other Person resulting from, the distribution to Buyer or Merger Sub, or their use of, Forward‑Looking Statements.

Buyer’s Independent Investigation. Subject to the provisions of this Agreement, Buyer representsshall have the right to conduct or cause to be conducted during the Contingency Period, warrants with reputable companies and acknowledges that at Buyer's sole cost and expense, such investigations, inspections and studies of the Premises, and such reviews of plans, specifications, permits, approvals, and other documents, as Buyer deems necessary or desirable. Notwithstanding the foregoing, prior to the performance of any environmental review of the Premises, Buyer shall notify Seller in writing as to the identity of the company or persons who shall perform such review, and, if the review includes testing, the proposed scope of such testing, and shall first obtain the prior written approval of Seller prior to the performance of any environmental review of the Premises, which approval shall not be unreasonably withheld, denied or delayed by Seller and shall, in all events, be granted or denied within two (2) business days after receipt by Seller of a request for approval from Buyer. All parties performing any investigations, inspections or studies of the Premises shall provide to Seller, prior to the commencement of any activities on the Premises, certificates of insurance evidencing reasonably satisfactory commercial general liability and errors and omissions insurance coverage and naming Seller as an additional insured. In addition to the above, but not as an additional contingency to the Closing (as defined below), Buyer may, subject to the provisions below, access the Premises for the purpose of: (i) it and its representatives have undertaken performing an independent investigation, examination, analysis and verification of each Acquired Company and the Business and the assets, liabilities, operations, financial results and prospects of each Acquired Company, including Buyer’s own estimate of the value of the Acquired Companies appraisal; (ii) it has had showing the opportunity Premises to ask questions ofpotential investors or lenders; and (iii) conducting a final inspection within 48 hours prior to the Closing to ensure that the Premises conform to the provisions of this Agreement. All investigations, inspections, studies and reviews relating to the Premises which are permitted under this Agreement shall be done at reasonable times, in reasonable frequency, and has received sufficient answers fromafter twenty-four hours' prior notice (which may be verbal) to Xxxxx Xxxxxx (telephone: (781) 849-0011). Seller may impose reasonable restrictions on the timing of such investigations, inspections, studies and reviews as necessary to minimize disruptions of Seller's activities at the Acquired CompaniesPremises, or as necessary to comply with the Sellers Existing Leases and their respective representativesthe rights of the tenants thereunder, but in all such events shall act in good faith to allow Buyer to timely perform its such investigations, inspections, studies and reviews relating to the Premises. Buyer, its officers, directors, employees, agents, contractors, consultants and other representatives (collectively, "Buyer's Related Parties"), may enter upon the Premises only with Seller's personnel present (and Seller hereby agrees that it shall make such necessary personnel available upon its receipt of Buyer's reasonable notice as stated above), and shall take all reasonable precautions to minimize the impact on the Premises of any such investigations, inspections, studies and reviews. Buyer shall promptly deliver to Seller copies of all written reports and assessments (both interim and final) relating to any investigations, inspections, studies and reviews performed by Buyer or Buyer's Related Parties with respect to the Business Premises, which shall be provided without request if they disclose facts which might have a negative impact on the Premises and otherwise shall be provided upon the assetsrequest of Seller. Buyer shall, immediately after any entry, restore the Premises, at Buyer's sole cost, to the condition which existed immediately prior thereto, including, but not limited to, replacing paving and landscaping. Buyer and Buyer's Related Parties, after performing any environmental review of the Premises, shall not notify any party, including any public agency, with the exception of Seller, of the results of any such study unless notification is required by law or, in the case of Buyer's consultants, by professional ethical standards, and, in any event, Seller shall also receive a copy of any such notification. Except as set forth above, Seller shall assume all responsibility for any such notification. Buyer shall inform Buyer's Related Parties not to disclose the results of any such study unless notification is required by law or by professional ethical standards, and, in any event, Seller shall also receive a copy of any such notification. Buyer agrees to protect, defend, indemnify and hold harmless Seller and Seller's Related Parties of, from and against any and all costs, losses, claims, demands, damages, liabilities, operationsexpenses and other obligations (including, financial resultswithout limitation, attorneys' fees and prospects of each Acquired Company, (iiicourt costs) all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Buyer has not relied upon, and each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, out of, or in connection with, any damage to persons or property occurring in or about the accuracy, completeness or materiality of any representation, warranty, statement, advice, document, projection, data, information or other materials (written or oral) of any type provided, furnished or made available by or on behalf Premises as a direct result of the Sellers, any Acquired Company, or their Affiliates or any of their representatives, except for those representations and warranties expressly set forth in Article 3. In connection with such investigation, Buyer and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”)entry by, and Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statementsany activities of, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any other Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer or any other Person resulting fromone or more of Buyer's Related Parties in or upon the Premises. In addition, the distribution all cuttings, samples or wastes generated as part of Buyer's inspections which might reasonably either be considered hazardous or are of such a substantial quantity that disposing of same within Seller's on-site waste receptacles would result in a hardship to Seller, shall be lawfully disposed of off-site by Buyer or their use ofBuyer's Related Parties at Buyer's sole cost and expense. The foregoing restoration, Forward‑Looking Statementsdisposal, and indemnity obligations of Buyer contained in this Paragraph 4 shall survive the Closing or sooner termination of this Agreement. In the event Buyer is not satisfied with the results of its independent investigations in Buyer's sole and absolute discretion, Buyer may, at any time on or before the expiration of the Contingency Period, as its sole and exclusive remedy, terminate this Agreement by giving to Seller written notice of Buyer's election to do so ("Buyer's Termination Notice"). Notwithstanding the foregoing, Buyer acknowledges and agrees that there is no contingency for a physical inspection of the Premises and Buyer shall not be entitled to terminate this Agreement based upon Buyer's dissatisfaction with the physical condition of the Premises. If Buyer terminates this Agreement pursuant to this Paragraph 4, Buyer shall be entitled to the immediate return of the Deposit with all accrued interest thereon. In such event, except as expressly provided otherwise herein, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities hereunder. If Buyer does not terminate this Agreement pursuant to this Paragraph 4 by delivering written notice to Seller on or before the expiration of the Contingency Period, Buyer shall be conclusively presumed to have waived its right to terminate contained in this Paragraph 4.

Buyer’s Independent Investigation. Buyer represents, warrants and acknowledges that by the expiration of the Review Period, unless Buyer notifies Seller otherwise in writing (i) it and in which case Buyer shall be entitled to exercise its representatives have undertaken an independent investigationrights under Section 3.1 above to terminate this Agreement, examinationbut, analysis and verification for purposes of each Acquired Company Section 5.1 above, such notice and the Business circumstances underlying such notice shall not constitute a default by Seller that entitles Buyer to reimbursement of any of the expenses set forth therein), Buyer shall have been given, or waived its right to, a full opportunity to inspect and investigate, and shall have reviewed as thoroughly as it desires, each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense; Any easements and/or access rights affecting the Property; The Leases and all matters in connection therewith, including, without limitation, the ability of the Tenants to pay rent, the tenant improvements performed or to be performed and the assetsconstruction contract relating thereto; The Contracts, liabilitiesthe Licenses and Permits and any other documents or agreements of significance affecting the Property; and All other matters of material significance affecting the Property or delivered to Buyer by Seller in accordance with Article 3 of this Agreement, operationsor which Buyer otherwise reasonably considers to be relevant to the acquisition of the Property. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER, financial results THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER HAS BEEN AFFORDED THE OPPORTUNITY TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS REPRESENTED IN SECTION 6.1 HEREOF AS SUCH MAY BE LIMITED BY SECTION 6.2 HEREOF OR IN OTHER PROVISIONS OF THIS AGREEMENT, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. EXCEPT AS MAY BE REPRESENTED AND WARRANTED IN SECTION 6.1 OR IN OTHER PROVISIONS OF THIS AGREEMENT, (1) SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND (2) NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS. Buyer represents that it is a knowledgeable, experienced and prospects sophisticated buyer of each Acquired Companyreal estate, including and that it is relying solely on its own expertise and that of Buyer’s own estimate of consultants in purchasing the value of the Acquired Companies (ii) Property. Buyer acknowledges and agrees that it has had the opportunity to ask questions ofconduct such inspections, investigations and other independent examinations of the Property and related matters, including but not limited to the physical and environmental conditions thereof, and will rely upon same and not upon any statements of Seller or of any member, manager, officer, director, agent or attorney of Seller. Buyer acknowledges that all information obtained by Buyer will be obtained from a variety of sources and Seller, except as expressly provided in this Agreement, will not be deemed to have represented or warranted the completeness, adequacy, truth or accuracy of any of the Due Diligence Items or other such information heretofore or hereafter furnished to Buyer. Upon Closing, Buyer will assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges that Seller has received sufficient answers fromdelegated the day-to-day management and operation of the Property to a third party manager of the Property. Buyer acknowledges and agrees that upon Closing, Seller will sell and convey to Buyer, and Buyer will accept the Acquired CompaniesProperty, “AS IS, WHERE IS,” with all faults, except as otherwise expressly provided in this Agreement. Buyer acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Buyer and Seller have specifically bargained for the Sellers assumption by Buyer of all responsibility to investigate the Property, Laws and their respective representativesRegulations, with respect Leases, Contracts and Permitted Exceptions and of all risk of adverse conditions and have structured the Purchase Price and other terms of this Agreement in consideration thereof. Buyer further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any member of Seller, any broker or other agent of Seller or any third party. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Business Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. Buyer acknowledges that the Purchase Price reflects the “as is, where is” nature of this sale and the assetsany faults, liabilities, operations, financial results, and prospects of each Acquired Company, (iii) all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Buyer has not relied upon, and each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, the accuracy, completeness or materiality of any representation, warranty, statement, advice, document, projection, data, information defects or other materials (written or oral) of any type provided, furnished or made available by or on behalf of adverse matters that may be associated with the Sellers, any Acquired Company, or their Affiliates or any of their representativesProperty, except for those representations and warranties as otherwise expressly set forth provided in Article 3this Agreement. In connection with such investigationBUYER, Buyer and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimatesWITH BUYER’S COUNSEL, budgetsHAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, forecastsAND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, plans and financial projections (“Forward‑Looking Statements”)AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SUBSECTION 7.3 WILL EXPRESSLY SURVIVE THE CLOSING, and Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any other Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer or any other Person resulting from, the distribution to Buyer or their use of, Forward‑Looking StatementsWILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.

Buyer’s Independent Investigation. Buyer represents, warrants and acknowledges that it has analyzed and become familiar with the Operating Assets, the Xxxxx Property and the Leased Property and has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Operating Assets, the Xxxxx Property and the Leased Property and the suitability thereof for Buyer's potential purchase, development and use. Buyer acknowledges that it has been made aware that the septic system for the Xxxxx Property and the Leased Property does not have a xxxxx field and the septic tanks for the Xxxxx Property and the Leased Property must be regularly emptied by a third-party service provider. Buyer acknowledges that except as specifically provided for in Section 6 herein, (i) it and its representatives have undertaken an independent investigation, examination, analysis and verification of each Acquired Company the Operating Assets and the Business Xxxxx Property are being sold and that the Lease and the assets, liabilities, operations, financial results Option are being assigned "AS IS - WHERE IS," and prospects of each Acquired Company, including Buyer’s own estimate of the value of the Acquired Companies (ii) it has had Seller is making no representation or warranty regarding the opportunity to ask questions of, and has received sufficient answers fromOperating Assets, the Acquired CompaniesXxxxx Property, the Sellers Lease, the Option, the Leased Property or the transactions contemplated herein. Seller shall not be liable for any failure to investigate the Xxxxx Property and their respective representativesLeased Property nor shall Seller be bound in any manner by any verbal or written statements, with respect representations, appraisals, environmental assessment reports, or other information pertaining to the Business Xxxxx Property and Leased Property or the assetsoperation thereof, liabilitiesfurnished by Seller or by any real estate broker, operationsattorney, financial resultsagent, and prospects of each Acquired Companyrepresentative, (iii) all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfactionemployee, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Buyer has not relied upon, and each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, the accuracy, completeness or materiality of any representation, warranty, statement, advice, document, projection, data, information servant or other materials (written or oral) of any type provided, furnished or made available by or person acting on behalf of the Sellers, any Acquired Company, or their Affiliates or any of their representativesSeller's behalf, except for those the express representations and warranties expressly of Seller set forth in Article 3this Agreement. In connection with such investigationIt is expressly understood and agreed that the amount of the Purchase Price reflects, and the Xxxxx Property is being sold by Seller and purchased by Buyer and their representatives have received from or on behalf of the Sellers or Lease and the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), and Option are being assigned to Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellerssubject to, the Acquired Companiesforegoing disclaimers, or any other Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer or any other Person resulting from, which shall survive the distribution to Buyer or their use of, Forward‑Looking StatementsClosing.

Buyer’s Independent Investigation. In entering into this Agreement, Buyer representshas relied solely on Seller’s and Pioneer’s express representations and warranties set forth in Article 4 and Article 5, warrants respectively, and in the closing certificate delivered by Seller and Pioneer, Buyer’s own expertise, and Buyer’s Representatives as to the Assets, performance of the Seller Services and Assumed Obligations, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (ia) it and its representatives have undertaken an has completed such independent investigation, examinationverification, analysis analysis, and verification evaluation of each Acquired Company the Assets, performance of the Seller Services and Assumed Obligations and has made all such reviews and inspections of the Assets, performance of the Seller Services and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement, (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets, performance of the Seller Services and Assumed Obligations and made all such reviews and inspections of the Assets, performance of the Seller Services and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transactions contemplated hereby and (c) at Closing, Buyer shall be deemed to have knowledge of all data and information contained in the Data Room. Except for the representations and warranties expressly made by Seller in Article 4 and the Business closing certificate to be delivered by Seller, or by Pioneer in Article 5 and in the assetsclosing certificate to be delivered by Pioneer, liabilitiesBuyer acknowledges that neither Seller, operations, financial results and prospects Pioneer nor any of each Acquired Company, including Buyer’s own estimate of the value of the Acquired Companies (ii) it their Representatives has had the opportunity to ask questions ofmade, and has received sufficient answers from, the Acquired Companies, the Sellers and their respective representatives, with respect to the Business and the assets, liabilities, operations, financial results, and prospects of each Acquired Company, (iii) all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of each Acquired Company) as each of them deems adequate. Buyer has not relied uponon, and each expressly waives and releases any representations or warranties, express or implied, as to the Sellers (including for any payment out Assets, performance of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to or arising from, the accuracy, completeness or materiality Seller Services and Assumed Obligations. Buyer has no Knowledge of any representation, warranty, statement, advice, document, projection, data, information or other materials (written or oral) breach by Seller of any type provided, furnished or made available by or on behalf of the Sellers, any Acquired Company, or their Affiliates or any of their representatives, except for those representations and warranties expressly set forth in Article 3. In connection with such investigation, Buyer and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), and Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any other Person is making any representation or warranty with respect tocontained in this Agreement, or will have of any condition or be subject to any liability to Buyer circumstance that would excuse Seller or any other Person resulting from, the distribution to Buyer or their use of, Forward‑Looking StatementsPioneer from performance of its obligations under this Agreement.