Common use of Buyer’s Reliance Clause in Contracts

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent or the Company furnished or made available to Buyer or its Representatives, and except as explicitly set forth in this Agreement, none of the Company, Parent, the Members or any other person (including any officer, director, or equity holder of any of the Company, Parent, or the Members, in their capacity as such) shall have or be subject to any liability to Buyer or any other person resulting from the provision to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials made available to Buyer in the Data Room, management presentations, due diligence or in any other form in expectation of the Transactions. In connection with Buyer’s investigation of the Company, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of Fraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis As of the businessdate hereof, operationsBuyer acknowledges that the Earthbound Group has reasonably cooperated with, assetsand been responsive to, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges representatives in connection with providing access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Earthbound Group that Buyer and its Representatives representatives have been provided access desired or requested to the Data Room. see or review, and that Buyer and its Representatives representatives have had a full reasonable opportunity to meet with the officers and employees of the Company and/or Parent Group to discuss the Businessbusiness of the Earthbound Group. In entering into Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, a) none of the Company, Parent, the MembersEarthbound Group, or any other person Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Company Earthbound Group furnished or made available to Buyer or and its Representatives, representatives and except as explicitly set forth in this Agreement, (b) none of the Company, Parent, the Members Earthbound Group or any other person Person (including any officer, director, member or equity holder shareholder of any of the CompanyCompany Group, ParentKainos Capital, LLC or the Members, any of their respective Affiliates solely in their capacity capacities as such) shall have or be subject to any liability Liability to Buyer or any other person Person resulting from the provision sale to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactions. In connection with Buyer’s investigation of the Company, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility the representations and warranties contained herein are for making its own evaluation risk allocation purposes and not necessarily assertions of the adequacy and accuracy of all estimatestruth, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against officer, agent, representative or employee or the Company, ParentEarthbound Holders or the Earthbound Group has, or has been given, the Members express or implied authority to make or negotiate any other person with respect theretorepresentations, except warranties or agreements not specifically set forth in the event of Fraudthis Agreement.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer it and its Representatives have been provided permitted access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Companies and the Fabri -Kal Subsidiaries that it and its Representatives have desired or requested to see or review, and that it and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent Companies to discuss the Businessbusiness of the Companies and the Fabri-Kal Subsidiaries. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions none of the Company, ParentSeller, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, Companies or any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent the Ownership Interests or the Company Companies or any Fabri-Kal Subsidiary furnished or made available to Buyer or and its Representatives, and except as explicitly expressly set forth in Articles 4 and 5 of this Agreement, none of the Company, Parent, the Members or under any other person document, agreement, instrument or certificate delivered pursuant to this Agreement, and neither Seller nor any other Person (including any officer, director, member or equity holder partner of any of the Company, Parent, or the Members, in their capacity as suchSeller) shall have or be subject to any liability to Buyer Buyer, or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactions. In connection with Buyer’s investigation of the Company, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statementstransactions contemplated hereby. Buyer acknowledges that it is taking full responsibility for making its own evaluation of that, should the adequacy and accuracy of all estimatesClosing occur, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against acquire the CompanyCompanies and the Fabri-Kal Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Parent, or the Members or any other person with respect theretoin an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Articles 4 and 5 of this Agreement; provided, however, that nothing in this Section 6.9 is intended to limit or modify the event of Fraudrepresentations and warranties contained in Articles 4 and 5.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, ParentSellers, the MembersBusiness Companies, the Business JVs or any other person Person has made made, and Buyer has not relied on, any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information regarding Parent or that the Company Sellers, the Business Companies and/or the Business JVs furnished or made available to Buyer or its Representatives, and except as explicitly expressly set forth in Article 4 of or any certificate delivered pursuant to this Agreement, none of and neither the Company, ParentSellers nor any other Person (including the Business Companies, the Members Business JVs or any other person (including past, present or future Representative, Affiliate, incorporator, attorney or assignee of, and any officerfinancial advisor to, director, or equity holder of any of the Company, Parent, Business Companies or the Members, in their capacity as suchBusiness JVs) shall have or be subject to any liability to Buyer or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, by Buyer of any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Business Companies and their assets and the JV Interests (to the extent the Allied ROFR with Buyer’s investigation respect to the Allied Interests has not been exercised) without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis; provided, however, that nothing in this Section 5.10 is intended to limit or modify the Company, representations and warranties contained in Article 4 or any certificate delivered pursuant to this Agreement. Buyer acknowledges that Buyer or its Representatives have received from or on behalf none of the Company certain Sellers, the Business Companies, the Business JVs or any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding the pro forma financial information, financial projections and budgets, estimates, projections, business plans, forecasts or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy and accuracy of all estimatesBusiness, projections and other forecasts and plans so furnished to it any Business Company or the Business JVs (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections projections, business plans, forecasts or forward-looking statements), and forecasts) and that Buyer shall will not make or have no any claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of Fraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. The Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, ParentSeller, the Members, Company or any other person Person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer or and its Representativesrepresentatives, and except as explicitly expressly set forth in Articles 4 and 5 of this Agreement, and none of the Company, Parent, the Members Seller or any other person Person (including any officer, director, member or equity holder of any partner of the Company, Parent, or the Members, in their capacity as suchSeller) shall have or be subject to any liability to the Buyer (except in the case of fraud), or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to the Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Articles 4 and 5 of this Agreement; provided, however, that nothing in this Section 6.8 is intended to limit or modify the representations and warranties contained in Articles 4 and 5. The Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5, neither the Company, the Seller nor any other Person has made, and the Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty by or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of FraudSeller.

Buyer’s Reliance. Buyer has conducted acknowledges that it and its own independent investigationrepresentatives have been permitted access to the books and records, verificationfacilities, review equipment, tax returns, Contracts, insurance policies (or summaries thereof) and analysis other properties and assets of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer Company that it and its Representativesrepresentatives have desired or requested to see or review. Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, ParentSeller, the Members, Company or any other person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Company furnished or made available to Buyer or and its Representativesrepresentatives, and except as explicitly expressly set forth in this AgreementAgreement or in any certificate delivered in connection herewith, none of and neither the Company, Parent, the Members or Seller nor any other person (including any officer, director, or equity holder of any of the Company, Parent, or the Members, in their capacity as such) Person shall have or be subject to any liability to Buyer or any other person resulting from the provision sale to Buyer, or Buyer’s use of, any such information, including any projections and offering memoranda and the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation of the CompanyBUYER ACKNOWLEDGES THAT, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial informationSHOULD THE CLOSING OCCUR, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimatesBUYER SHALL ACQUIRE THE COMPANY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimatesIN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of FraudEXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT; PROVIDED HOWEVER THAT NOTHING IN THIS SECTION 5.5 IS INTENDED TO LIMIT OR MODIFY THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES 3 AND 4.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. The Buyer acknowledges that Buyer it and its Representatives have been provided permitted full and complete access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and the Company’s Subsidiaries that it and its Representatives have desired or requested to see or review prior to being willing to enter into this Agreement, and that it and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent and the Company’s Subsidiaries to discuss the Business. In entering into business of the Company and any of its Subsidiaries sufficiently prior to being willing to enter this Agreement, . The Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, ParentSeller, the Members, Company or any other person Person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Interests, the Company or any of the Company’s Subsidiaries furnished or made available to the Buyer or and its Representatives, and including any financial projections or other forward-looking statements, except as explicitly expressly set forth in this AgreementARTICLE 4 or ARTICLE 5, and none of the Company, Parent, the Members Seller or any other person Person (including any officer, director, member or equity holder of any partner of the Company, Parent, or the Members, in their capacity as suchSeller) shall have or be subject to any liability to the Buyer (except in the case of fraud), or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to Buyer the Buyer, its Affiliates, its providers of financing and any Representative, agent or advisor of any such Person in the Data Roomany confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with BuyerThe Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company’s investigation Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in ARTICLE 4 or ARTICLE 5; provided, however, that nothing in this Section 6.8 is intended to limit or modify the representations and warranties contained in ARTICLE 4 or ARTICLE 5. The Buyer acknowledges that, except for the representations and warranties contained in ARTICLE 4 or ARTICLE 5, neither the Company, the Seller nor any other Person has made, and the Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty by or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members Seller. Nothing contained in this Section 6.8 is intended to limit or conflict in any other person manner with respect thereto, except the obligations set forth in the event of FraudSection 7.1 hereof.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer it and its Representatives representatives have been provided permitted full and complete access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Company that it and its Representatives representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Businessbusiness of the Company. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions none of the Company, ParentSeller, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or Company nor any other person Person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Company furnished or made available to Buyer or and its Representativesrepresentatives, and except as explicitly expressly set forth in this AgreementAgreement or in any certificate delivered in connection herewith, and none of the Company, ParentSeller, the Members or Company nor any other person Person (including any officer, director, member or equity holder shareholder of any of Seller, the Company, Parent, or the Members, in any of their capacity as suchrespective Affiliates) shall have or be subject to any liability Liability to Buyer or any other person Person resulting from the provision sale to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated by this Agreement. In connection with Buyer’s investigation Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in this Agreement; provided, however, that nothing in this Section 4.6 is intended to limit or modify the representations and warranties contained in Article III. Buyer acknowledges that none of Seller, the Company, nor any other Person, directly or indirectly, has made, and Buyer acknowledges that Buyer has not relied on, any representation or its Representatives have received from or on behalf of warranty regarding the Company certain pro pro-forma financial information, financial projections and or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person and Buyer will make no claim with respect thereto, except in the event of Fraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives representatives have been provided permitted access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Company that it and its Representatives representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions business of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth for the representations and warranties contained in Articles Article III and Article IV, none of the Company, ParentSeller, the Members, Company or any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent or the Company furnished or made available to Buyer or and its Representativesrepresentatives, and except as explicitly set forth in this Agreement, none of the Company, ParentSeller, the Members Company or any other person Person (including any officer, director, director or equity holder shareholder of any of Seller or the Company, Parent, or the Members, in their capacity as such) shall have or be subject to any liability to Buyer or any other person Person resulting from the provision to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the CompanyCompany Interests, the Company or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company nor any other Person has made, and Buyer has not relied on, any other express or its Representatives have received from implied representation or warranty by or on behalf of any of Seller or the Company, and that none of Seller, the Company certain and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections and or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person and Buyer will make no claim with respect thereto, except in the event of Fraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer it and its Representatives have been provided permitted full and complete access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Group Companies, that it and its Representatives have desired or requested to see or review, and that it and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent Group Companies to discuss the Businessbusiness of the Group Companies. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parentneither Seller, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or Group Companies nor any other person Person has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information regarding Parent that Seller or the Company Group Companies furnished or made available to Buyer or and its Representatives, and except as explicitly expressly set forth in this Agreement, none of the Company, Parent, the Members Agreement or any other person Transaction Document. Neither Seller nor any other Person (including any officer, director, member or equity holder partner of Seller, the Group Companies or any of the Company, Parent, or the Members, in their capacity as suchrespective Affiliates) shall have or be subject to any liability to Buyer or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, confidential information memoranda, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation of Buyer acknowledges that, except for the representations and warranties contained in this Agreement or any other Transaction Document, neither the Company, Seller nor any other Person has made, and Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty by or on behalf of the Company certain Group Companies or Seller. Buyer acknowledges that neither the Company, Seller nor any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty, whether written or oral, regarding the pro forma financial information, financial projections and or other forward-looking statementsstatements of the Group Companies, and Buyer will make no claim with respect thereto. Without limiting the generality of the foregoing, Buyer acknowledges agrees with Seller that it is taking full responsibility for making its own evaluation will not, and shall procure that all Affiliates and Representatives of Buyer will not, bring any claim which Buyer may have arising out of any information or advice provided (or omitted to be provided) by the Company or Seller, against the Company or Seller or any Affiliate or Representative of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished Company or Seller on which Buyer relied when agreeing to it (including the reasonableness terms of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members Agreement or any other person Transaction Document including in connection with respect theretogiving the representations and warranties or other assurances given in this Agreement, except in the event of Fraudfraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. The Buyer acknowledges that Buyer it and its Representatives representatives have been provided permitted full and complete access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its Representatives Subsidiaries that it and its representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent and its Subsidiaries to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions business of the Company, Parent, the Members or any of their respective Representatives (except the specific representations Company and warranties set forth in Articles III and IV)its Subsidiaries. The Buyer acknowledges that, except as explicitly set forth provided in Articles III and IVthis Agreement, none of the Securityholder Representative, the Securityholders, the Company, Parent, the Members, its Subsidiaries or any other person Person has made any representation or warranty, express expressed or implied, as to to, and that the Buyer has not relied on, the accuracy or completeness of any information regarding Parent or the Company and its Subsidiaries furnished or made available to the Buyer or and its Representativesrepresentatives, and except as explicitly set forth in this Agreement, none of the Securityholder Representative, the Securityholders, the Company, Parent, the Members its Subsidiaries or any other person Person (including any officer, director, director or equity holder of any shareholder of the CompanySecurityholder Representative, Parentthe Securityholders, the Company or the Members, in their capacity as suchits Subsidiaries) shall have or be subject to any liability to the Buyer or any other person Person resulting from the provision to the Buyer, or the Buyer’s use of, any such information, including the information, documents, and materials documents or material made available to the Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby except as otherwise provided herein. In connection with Buyer’s investigation The Buyer acknowledges that, except for the representations and warranties contained in Articles III and IV, none of the Securityholders, the Company, its Subsidiaries, the Securityholder Representative or any other Person has made, and the Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty by or on behalf of any Securityholder, the Company certain or its Subsidiaries, and that none of the Securityholder Representative, the Company, its Subsidiaries, any Securityholder and any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections and or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parentits Subsidiaries, or and the Members or any other person Buyer will make no claim with respect thereto, except in the event of Fraud.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. The Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, ParentSecurityholders, the Members, Company or any other person Person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Shares, the Company or any of the Company’s Subsidiaries furnished or made available to the Buyer and its representatives, including any financial projections or its Representativesother forward-looking statements, and except as explicitly expressly set forth in this AgreementARTICLE 4 or ARTICLE 5, and, except as set forth in ARTICLE 4 or ARTICLE 5, none of the Company, Parent, the Members Securityholders or any other person Person (including any officer, director, member or equity holder partner of any of the Company, Parent, or the Members, in their capacity as suchSecurityholder) shall have or be subject to any liability to the Buyer (except in the case of fraud), or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to Buyer the Buyer, its Affiliates, its providers of financing and any representative, agent or advisor of any such Person in the Data Roomany confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with BuyerThe Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company’s investigation Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in ARTICLE 4 or ARTICLE 5; provided, however, that nothing in this Section 6.8 is intended to limit or modify the representations and warranties contained in ARTICLE 4 or ARTICLE 5. The Buyer acknowledges that, except for the representations and warranties contained in ARTICLE 4 or ARTICLE 5, neither the Company, the Securityholders nor any other Person has made, and the Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty by or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of FraudSecurityholders.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives representatives have been provided permitted full and complete access to the Data Room. Buyer books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its Representatives Subsidiaries that it and its representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent and its Subsidiaries to discuss the Businessbusiness of the Company and its Subsidiaries. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions none of the Company, ParentSeller, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, Company or any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent or the Company and its Subsidiaries furnished or made available to Buyer or and its Representativesrepresentatives, and except as explicitly set forth in this Agreement, none of Seller, the Company, Parent, the Members its Subsidiaries or any other person Person (including any officer, directordirector or shareholder of Seller, the Company or equity holder of any of the Company, Parent, or the Members, in their capacity as suchits Subsidiaries) shall have or be subject to any liability to Buyer or any other person Person resulting from the provision to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on, any other express or its Representatives have received from implied representation or warranty by or on behalf of any of Seller, the Company certain or any of its Subsidiaries, and that none of Seller, the Company, its Subsidiaries and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections and or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy Company or its Subsidiaries, and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have will make no claim against the Company, Parent, or the Members or any other person with respect thereto; provided, except however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the event terms of FraudArticle IX.

Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives have been provided access to neither the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of Shareholders, the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or nor any other person Person has made any representation or warranty, express expressed or implied, written or oral, as to the accuracy or completeness of any information regarding Parent or that the Company and the Subsidiaries furnished or made available to Buyer or and its Representatives, and except as explicitly expressly set forth in this AgreementArticle III, none of and neither the Company, ParentShareholders, the Members or Company nor any other person Person (including any officer, director, member or equity holder of partner thereof or any of the Company, Parent, or the Members, in their capacity as suchrespective Affiliates) shall have or be subject to any liability to Buyer Buyer, or any other person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents, and materials documents or material made available to Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Transactionstransactions contemplated hereby. In connection with Buyer’s investigation Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company and the Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III; provided, however, that nothing in this Section 4.12 is intended to limit or modify the representations and warranties contained in Article III. Buyer acknowledges that, except for the representations and warranties contained in Article III, neither the Company, the Shareholders nor any other Person has made, and Buyer acknowledges that Buyer has not relied on any other express or its Representatives have received from implied representation or warranty, whether written or oral, by or on behalf of the Company certain pro Company, the Shareholders or any other Person. Buyer acknowledges that neither the Company, the Shareholders nor any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections and or other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation statements of the adequacy Company or any Subsidiary, and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have will make no claim against the Company, Parent, or the Members or any other person with respect thereto, except in the event of Fraud.