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

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors that it has engaged for such purpose. 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 its Subsidiaries and other information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to 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 the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. 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). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. 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 its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and the transactions contemplated hereby. None of the Seller, the Company or any of their respective Affiliates or Representatives 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 connection with the Buyer’s investigation of the Company, except as 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 the Sellers Seller, the Company or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV III, with respect to the representations made by the Seller only with respect to the Company, and in Article IV, with respect to representations made only by the Disclosure SchedulesSeller as it to itself. Neither None of the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer Seller or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to 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 the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany, including, without limitation, as contained in the Confidential Information Memorandum, dated Fall 2014. 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 that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Company on an “as is” and “where is” basis, except as expressly set forth in this Agreement. The Buyer acknowledges and agrees that the representations and warranties in Article III and Article IV and are the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any result of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccuratearms’ length negotiations between sophisticated parties. Nothing in this Section 5.6 5.9 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article III or Article IV.

Buyer’s Investigation and Reliance. Buyer is a (a) The Buyers are sophisticated purchaser purchasers and has have made its their own independent investigation, review and analysis regarding the Companies Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were was conducted by Buyer the Buyers together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer The Buyers and its their Representatives have been provided with full and complete reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Endo Companies relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby. Buyer is In entering into this Agreement, the Buyers acknowledge that they have relied solely upon (i) the aforementioned investigation, review and analysis and (ii) the representations and warranties set forth in Article III (and are not relying on any statementother factual representations or opinions of the Sellers or their representatives). The Buyers acknowledge that, should the Closing occur, the Buyers shall acquire the Business, the Specified Equity Interests and the Transferred Assets without any surviving representations or warranties, on an “as is” and “where is” basis and, other than the representations and warranties of the Endo Companies set forth in Article III, none of the Endo Companies, any of their Affiliates, or any of their respective officers, directors, employees, agents, Representatives or direct or indirect equityholders make or have made any representation or warranty, oral or written, express or implied, made at law or in equity, as to any matter whatsoever relating to the Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) merchantability or fitness for any particular use or purpose; (b) the operation of the Business by the Sellers Buyers after the Closing in any manner; or (c) the probable success or profitability of the Business after the Closing. Except as expressly set forth in the representations and warranties of the Endo Companies set forth in Article III, none of the Endo Companies, any of their Affiliates or any their respective officers, directors, employees, agents, Representatives or stockholders will have or, except in the case of Fraud, will be subject to any Liability or Indemnification Obligation to the Buyers or any other Person resulting from the distribution to the Buyers or their Affiliates or Representatives with respect of, or the Buyers’ use of, any information relating to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer Business or any of its Affiliates other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or Representatives resulting from the use of any information, documents or materials material made available to Buyerthe Buyers or their Affiliates or representatives, whether orally or in writing, in any confidential information memoranda, certain “data rooms”, ,” management presentations, due diligence discussions functional “break-out” discussions, responses to questions submitted on behalf of the Buyers or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges The Buyers acknowledge and agree 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). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or and warranties of the Sellers set forth Endo Companies in Article IVIII are the result of arms’ length negotiations between sophisticated parties.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. 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 its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and its Subsidiaries and the transactions contemplated hereby. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller, the Company or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement and the Disclosure Schedules. Neither None of the Sellers nor Seller, the Company or any of their respective Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the 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 the transactions contemplated by this Agreement. Neither None of the Sellers nor Seller, 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 CompaniesCompany and its Subsidiaries. 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 Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Company and its Subsidiaries on an “as is” and “where is” basis, except as expressly set forth in Article IV this Agreement and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 4.8 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article IVthis Agreement.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Acquired Entities, 30 the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and Neither the Seller nor any of its Affiliates or Representatives have been provided with full and complete access has made any representation or warranty, express or implied, as to the Representativesaccuracy or completeness of any information concerning the Business, propertiesthe Acquired Entities, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested Transferred Assets or the Assumed Liabilities contained herein or made available in connection with their the Buyer’s investigation of the Companies foregoing, except as expressly set forth in this Agreement, and the transactions contemplated herebySeller and 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 impliedimplied (including any representation or warranty as to merchantability or fitness for a particular purpose), made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and III hereof. Absent Fraud, neither the Disclosure Schedules. Neither the Sellers Seller nor any of their Affiliates or Representatives shall have any liability to Buyer or any of 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 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 of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness, the Acquired Entities or the Transferred Assets. The Buyer acknowledges and agrees that there are inherent uncertainties in attempting to make such estimates, projections the representations 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). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth warranties in Article IV III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Disclosure SchedulesBuyer is relying on such representations and warranties, solely for the purposes of (a) Section 7.3(a), (b) rights to indemnification under Article VIII and (c) Section 9.1 hereof. The Buyer has no Knowledge or reason to believe actual knowledge that any of the representations or warranties made by the Sellers Seller as of the date hereof are untrue, incomplete or inaccurate. Nothing inaccurate in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVmaterial respect.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Business and the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to certain of the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Seller relating to the Business and other information that they have requested in connection with their investigation of the Business and the Companies and the transactions contemplated hereby. The Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller or their its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement, the Disclosure Schedules and the Disclosure SchedulesAncillary Agreements. Neither the Sellers Seller nor any of their its Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the 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 the transactions contemplated by this Agreement, except as expressly set forth in this Agreement, the Disclosure Schedules and the Ancillary Agreements. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Business or the Companies. 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 Business and the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV III and the Disclosure Schedules. The Buyer has no Knowledge or reason to believe knowledge that any of the representations or warranties made by the Sellers Seller as of the date hereof are untrue, incomplete or inaccurate; provided that in the event of a dispute regarding whether Buyer had such knowledge, the Seller shall have the burden of proving that that Buyer had such knowledge. Nothing in this Section 5.6 4.7 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article IVthis Agreement, the Disclosure Schedules and the Ancillary Agreements.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Acquired Entity, the Purchased Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Seller relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Acquired Entity, the Purchased Subsidiaries and the transactions contemplated hereby. Neither the Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Business, the Acquired Entity or the Purchased Subsidiaries, contained herein or made available in connection with the Buyer’s investigation of the foregoing, except as expressly set forth in this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement, and the Seller and 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 impliedimplied (including any representation or warranty as to 97989374_16 merchantability or fitness for a particular purpose), made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement. Neither the Sellers Seller nor any of their Affiliates or Representatives shall have any liability to Buyer or any of 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 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 of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness, the Acquired Entity or the Purchased Subsidiaries. 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 Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assetsAcquired Entity, the Purchased Subsidiaries and the Business on an “as is” and “where is” basis, except as expressly set forth in Article IV and this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement. The Buyer has no Knowledge or reason to believe acknowledges and agrees that any of the representations or and warranties made in this Agreement (to the extent modified by the Sellers as Disclosure Schedules) and any Ancillary Agreement are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the date hereof are untrueBuyer is relying on such representations and warranties, incomplete or inaccuratesolely for the purposes of (a) Section 7.3(a), (b) rights to indemnification under Article VIII and (c) Section 9.1 hereof. Nothing Notwithstanding anything to the contrary in this Section 5.6 is intended 4.7 or elsewhere in this Agreement, the Buyer retains all rights and remedies with respect to modify or limit any of the representations or warranties of the Sellers set forth in Article IVclaims based on Fraud.

Buyer’s Investigation and Reliance. Buyer is a The Buyers are sophisticated purchaser purchasers and has have made its their own independent investigation, review and analysis regarding the Companies Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer the Buyers together with expert advisors that it has they have engaged for such purpose. Buyer The Buyers and its Representatives their 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 its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and the transactions contemplated hereby. Buyer is The Buyers are not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates affiliates or Representatives with respect to the Companiesrepresentatives, except as expressly set forth in Article IV and the Disclosure Schedulesunder Section 6.01 hereto. Neither the Sellers nor any of their Affiliates affiliates or Representatives representatives shall have any liability to Buyer the Buyers or any of its Affiliates their affiliates or Representatives representatives resulting from the use of any information, documents or materials made available to Buyerthe Buyers, 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 the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates affiliates or Representatives is representatives are making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany. Buyer acknowledges The Buyers acknowledge that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes they take full responsibility for making its their 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). Buyer acknowledges The Buyers acknowledge that, should the Closing occur, Buyer the Buyers shall acquire the Companies Shares without any representation or warranty as to merchantability or fitness for any particular purpose of their respective the Company’s assets, and on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedulesunder Section 6.01 hereto. Buyer has The Buyers have no Knowledge knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 6.03 (v) is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVunder Section 6.01 hereto.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own investigation, review review, and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review review, and analysis were conducted by Buyer together with Bxxxx and expert advisors that it has engaged for such purpose. 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 its Subsidiaries and other additional information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV Agreement and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to 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 the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is are making, directly or indirectly, any representation or warranty with respect to any estimates, projections projections, or forecasts involving the Companies. 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). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV Agreement and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 1.43 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.Agreement. INDEMNIFICATION

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors that it has engaged for such purpose. 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 its Subsidiaries and other information that they have requested in connection with to the extent permitted by the Seller, the Company and their investigation of the Companies and the transactions contemplated herebyRepresentatives. The Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller or the Company or any of their Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and the Disclosure Schedulesthis Agreement. Neither the Sellers Seller nor the Company nor any of their Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the 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 the transactions contemplated by this Agreement. Neither the Sellers Seller nor the Company nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany and its Subsidiaries. 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). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. The Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers Seller or the Company as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors its advisors, including legal counsel, that it has engaged for such purpose. Buyer and its None of Seller, the Company or any of their respective Affiliates or Representatives have been provided with full and complete access has made any representation or warranty, express or implied, as to the Representatives, properties, offices, plants and other facilities, books and records accuracy or completeness of any information concerning the Company and its Subsidiaries and other information that they have requested made available in connection with their Buyer’s investigation of the Companies and the transactions contemplated herebyCompany, except as expressly set forth in this Agreement. Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Seller, the Sellers Company, or any their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article III and Article IV and those certificates delivered by Seller and the Disclosure SchedulesCompany pursuant to this Agreement. Neither None of Seller, the Sellers nor Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to Buyer or any of its Affiliates or Representatives other Person resulting from the distribution to Buyer, or Buyer’s use of of, any information, documents or materials made available to Buyerthe Buyer in the Data Room. None of Seller, whether orally the Company or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers 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 CompaniesCompany and its Subsidiaries. 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). Buyer acknowledges that, should and agrees that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” representations and “where is” basis, except as expressly set forth warranties in Article III and Article IV are the result of arms’ length negotiations between sophisticated parties, and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the is relying on such representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVand warranties.