Common use of Buyer’s Investigation and Reliance Clause in Contracts

Buyer’s Investigation and Reliance. None of the Sellers, the Company nor any of their respective Affiliates or Representatives have made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and the Sellers, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Company, or any their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itself. None of the Sellers, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the Sellers, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that the Buyer shall acquire the Company on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that the representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereof.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company Entities and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. Without limiting any specific representations and warranties of the Seller set forth in ‎Article III and ‎Article IV or the Ancillary Agreements, the Buyer and its Representatives have been provided with access to the Representatives, properties, offices, plants, and other facilities, books, and records of the Company Entities and other information that they have requested in connection with their investigation of the Company Entities and the transactions contemplated hereby. None of the Sellers, the Company nor Seller or any of their respective its Affiliates or Representatives have has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the any Company Entity contained herein or made available in connection with the Buyer’s investigation of the CompanyCompany Entities, except as expressly set forth in this Agreement‎Article III, with respect to representations made only by the Seller as to itself, and ‎Article IV, with respect to representations made only by the Seller as to the Company and the Company Subsidiaries, or in the Ancillary Agreements, and the Sellers, the Company Seller and their respective its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Company, Seller or any their respective of its Affiliates or Representatives, except as expressly set forth in Article ‎Article III, with respect to representations made only by each of the Sellers Seller as to itself, and Article ‎Article IV, with respect to representations made only by the Company Seller as to itselfthe Company and the Company Subsidiaries, or in the Ancillary Agreements. None of the Sellers, the Company Seller or any of their respective its Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the SellersSeller, the Company Company, or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompanyCompany Entities, including, without limitation, as contained in the Confidential Information Memorandum provided to the Buyer dated May 2021. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company Entities on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV‎Article IV or the Ancillary Agreements. The Buyer acknowledges and agrees that the representations and warranties in Article III ‎Article III, ‎Article IV and the Ancillary Agreements are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereofparties.

Buyer’s Investigation and Reliance. None Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis was conducted by Bxxxx together with expert advisors, including legal counsel, that it has engaged for such purpose. Buyer and its representatives have been provided with access to the representatives, properties, premises and records of the Sellers, the Company nor any of their respective Affiliates or Representatives have made any representation or warranty, express or implied, as Group Companies relating to the accuracy or completeness of any Business and other information concerning the Company contained herein or made available requested in connection with the Buyer’s their investigation of the CompanyBusiness, except as expressly the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon (i) its own investigation, review and analysis, (ii) the covenants and agreements set forth in this Agreement (iii) the express representations and warranties set forth in this Agreement, the certificate contemplated by Section 2.09(a)(vi) and any other Transaction Documents executed by the SellersGroup Companies (such representations in clause (iii), the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied “Express Representations”) (and is not relying on any statement, representation other factual representations or warranty, oral or written, express or implied, made by any Seller, the Company, or any their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each opinions of the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itselfGroup Companies or its representatives). None of the Sellers, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the Sellers, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that that, should the Closing occur, Buyer shall acquire the Company Purchased Assets without any surviving representations or warranties, on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that other than the representations and warranties in Article III are Express Representations, none of the result Group Companies, any of arms’ length negotiations between sophisticated parties and such representations and warranties are their Affiliates, or any of their respective officers, directors, employees, agents, representatives or direct or indirect equityholders make or have made, and the Buyer has not relied on and is not relying on such representations and warrantiesany representation or warranty, solely for express or implied, at law or in equity, as to any matter whatsoever relating to the purposes of Business, the Purchased Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) rights to indemnification under Article IX, merchantability or fitness for any particular use or purpose; (b) Section 8.2(a) and (b) hereof and the operation or ownership of the Purchased Assets or the Business by Buyer after the Closing in any manner; or (c) Section 10.1 hereofthe probable success or profitability of the Business after the Closing. None of the Group Companies, any of their Affiliates or any their respective officers, directors, employees, agents, representatives or stockholders will, except in the case of Fraud, have or be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer or its Affiliates or representatives of, or Buyer’s use of or reliance on, any information relating to the Business or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to Buyer or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or in any other form in expectation of the transactions contemplated by this Agreement or any discussions with respect to the foregoing information.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Business and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and the Business and other information that they have requested in connection with their investigation of the Company and the Business and the transactions contemplated hereby. None of the SellersSeller, the Company nor or any of their respective Affiliates or Representatives have has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company or the Business contained herein or made available in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and the SellersSeller, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom, unless any such information is expressly set forth in this Agreement. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any the Seller, the Company, or any of their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of the Sellers as to itself, and Article IV, with respect to representations made only by Seller, and Article V, with respect to representations made by the Company Seller and the Company. Except as to itself. None expressly set forth in this Agreement, none of the SellersSeller, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person of its Affiliates or Representatives resulting from the distribution to the Buyer, or the Buyer’s use of, of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, of the transactions contemplated by this Agreement. None of the SellersSeller, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that the Buyer shall acquire the Company on an “as is” and “where is” basis, its Subsidiaries except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that the , with respect to representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are mademade by Seller, and Article V, with respect to representations made by the Buyer is relying on such representations Seller and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereofCompany.

Buyer’s Investigation and Reliance. None of The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the SellersSellers and the Business, the Company Transferred Assets, the Assumed Liabilities and the transactions contemplated by this Agreement and the Ancillary Agreements, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. Neither the Sellers nor any of their respective Affiliates or Representatives have has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company Business, the Transferred Assets or the Assumed Liabilities contained herein or made available in connection with the Buyer’s investigation of the CompanyBusiness, except as expressly set forth in this AgreementAgreement or in any Ancillary Agreement delivered by any Seller, and, except as expressly set forth in this Agreement or in any Ancillary Agreement delivered by any Seller, and the Sellers, the Company Sellers and their respective Affiliates and Representatives expressly disclaim any and all liability Liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Company, Sellers or any of their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itselfthis Agreement. None of the Sellers, the Company Sellers or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person of its Affiliates or Representatives resulting from the distribution to the Buyer, or the Buyer’s use of, of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the Sellers, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, making any representation or warranty with respect to any estimates, projections or forecasts involving the CompanyBusiness or the Transferred Assets. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company Business and the Transferred Assets on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IVthis Agreement. The Buyer acknowledges and agrees that Nothing in this Section 4.6 is intended to modify or limit any of the representations and or warranties of the Seller Parent set forth in Article III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereofIII.

Buyer’s Investigation and Reliance. None of Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the SellersCompany Group and the Non-Controlled Joint Ventures Group and the transactions contemplated hereby, which such investigation, review and analysis was conducted by Xxxxx, together with expert advisors, including legal counsel, that it has engaged for such purpose. Neither Seller, the Company nor any of their respective Affiliates or Representatives have has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company Group and the Non-Controlled Joint Ventures Group contained herein or made available in connection with the Buyer’s investigation of the CompanyCompany Group and the Non-Controlled Joint Ventures Group, except as expressly set forth in this AgreementArticle III, in a Closing Certificate or the Ancillary Agreements and the SellersSeller, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied relied, and is not relying relying, on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Company, Company or any their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of in a Closing Certificate or in the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itselfAncillary Agreements. None of the SellersNeither Seller, the Company or nor any of their respective Affiliates or Representatives shall have have, or be subject to to, any liability to the Buyer Buyer, any of Buyer’s Related Parties or any other Person resulting from the distribution to the Buyer, or the Buyer’s Buyer use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memorandamemoranda (including supplements thereto), “data rooms,” management presentations, site visits, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this AgreementAgreement other than in the case of Fraud. None of the SellersNeither Seller, the Company or nor any of their respective Affiliates or Representatives is making, directly or indirectly, making any representation or warranty warranty, express or implied, with respect to any estimates, projections or forecasts involving the CompanyCompany Group and the Non-Controlled Joint Ventures Group. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the Buyer shall acquire adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Neither Seller, the Company on an “nor any of their respective Affiliates or Representatives is making, and Buyer hereby waives, any representation or warranty, express or implied, as is” to the quality, merchantability, as for a particular purpose, or condition of the Company Group’s and “where is” basis, the Non-Controlled Joint Ventures Group’s assets or any part thereof except as otherwise expressly with respect to representations set forth in Article IVIII, a Closing Certificate or the Ancillary Agreements. The Buyer Xxxxx acknowledges and agrees that the representations and warranties expressly set forth in Article III III, the Closing Certificates and the Ancillary Agreements are the result of arms’ length arms’-length negotiations between sophisticated parties and parties, that such representations and warranties are made, and the Buyer is relying on were made as a result of such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereofarms’-length negotiations.

Buyer’s Investigation and Reliance. None Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis was conducted by Bxxxx together with expert advisors, including legal counsel, that it has engaged for such purpose. Buyer and its representatives have been provided with access to the representatives, properties, premises and records of the Sellers, the Company nor any of their respective Affiliates or Representatives have made any representation or warranty, express or implied, as Group Companies relating to the accuracy or completeness of any Business and other information concerning the Company contained herein or made available requested in connection with the Buyer’s their investigation of the CompanyBusiness, except as expressly the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon (i) its own investigation, review and analysis, (ii) the covenants and agreements set forth in this Agreement (iii) the express representations and warranties set forth in this Agreement, and the Sellerscertificate contemplated by Section 2.08(a)(vi)and any other Transaction Documents executed by the Group Companies (such representations in clause (iii), the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied “Express Representations”) (and is not relying on any statement, representation other factual representations or warranty, oral or written, express or implied, made by any Seller, the Company, or any their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each opinions of the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itselfGroup Companies or its representatives). None of the Sellers, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the Sellers, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that that, should the Closing occur, Buyer shall acquire the Company Purchased Assets without any surviving representations or warranties, on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that other than the representations and warranties in Article III are Express Representations, none of the result Group Companies, any of arms’ length negotiations between sophisticated parties and such representations and warranties are their Affiliates, or any of their respective officers, directors, employees, agents, representatives or direct or indirect equityholders make or have made, and the Buyer has not relied on and is not relying on such representations and warrantiesany representation or warranty, solely for express or implied, at law or in equity, as to any matter whatsoever relating to the purposes of Business, the Purchased Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) rights to indemnification under Article IX, merchantability or fitness for any particular use or purpose; (b) Section 8.2(a) and (b) hereof and the operation or ownership of the Purchased Assets or the Business by Buyer after the Closing in any manner; or (c) Section 10.1 hereofthe probable success or profitability of the Business after the Closing. None of the Group Companies, any of their Affiliates or any their respective officers, directors, employees, agents, representatives or stockholders will, except in the case of Fraud, have or be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer or its Affiliates or representatives of, or Buyer’s use of or reliance on, any information relating to the Business or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to Buyer or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or in any other form in expectation of the transactions contemplated by this Agreement or any discussions with respect to the foregoing information.

Buyer’s Investigation and Reliance. None The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. As of the Sellersdate of this Agreement, the Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the transactions contemplated hereby. The Buyer acknowledges and agrees that: (a) none of the Seller, the Company nor or any of their respective Affiliates or Representatives have has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in the Data Room or otherwise in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and the SellersSeller, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability Liability that may be based on such information or errors therein or omissions therefrom. The ; (b) the Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any the Seller, the Company, Company or any of their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of the Sellers as to itself, III and Article IV, with respect to representations made only by the Company as to itself. None ; (c) none of the SellersSeller, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability Liability to the Buyer or any other Person of its Affiliates or Representatives resulting from the distribution to the Buyer, or the Buyer’s use of, of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, of the transactions contemplated by this Agreement. None ; and (d) none of the SellersSeller, the Company or nor any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that , including as contained in the Buyer shall acquire Confidential Information Presentation dated October 2016, the Company on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that the representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, Transaction Overview and the Buyer is relying on such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereofbusiness model contained in Folder 1.