Common use of Buyer’s Reliance Clause in Contracts

Buyer’s Reliance. As of the date hereof, Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer and its 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 have desired or requested to see or review, and that Buyer and its representatives have had reasonable opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of the Earthbound Group, or any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group furnished or made available to Buyer and its representatives and (b) none of the Earthbound Group or any other Person (including any officer, director, member or shareholder of any of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as such) shall have or be subject to any Liability to Buyer or any other Person resulting from the sale to Buyer, or Buyer’s use of, any such information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactions. Buyer acknowledges that the representations and warranties contained herein are for risk allocation purposes and not necessarily assertions of truth, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or has been given, the express or implied authority to make or negotiate any representations, warranties or agreements not specifically set forth in this Agreement.

Buyer’s Reliance. As of the date hereof, The Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer and its 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 have desired or requested to see or review, and that Buyer and its representatives have had reasonable opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of the Earthbound GroupSecurityholders, the Company or any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Shares, the Company or any of the Company’s Subsidiaries furnished or made available to the Buyer and its representatives and (b) representatives, including any financial projections or other forward-looking statements, except as expressly set forth in ARTICLE 4 or ARTICLE 5, and, except as set forth in ARTICLE 4 or ARTICLE 5, none of the Earthbound Group Securityholders or any other Person (including any officer, director, member or shareholder partner of any of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchSecurityholder) shall have or be subject to any Liability liability to the Buyer (except in the case of fraud), or any other Person Person, resulting from the sale to Buyer, or Buyer’s use of, of any such information, including the information, 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 any confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company’s 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 herein are in ARTICLE 4 or ARTICLE 5. The Buyer acknowledges that, except for risk allocation purposes the representations and not necessarily assertions of truthwarranties contained in ARTICLE 4 or ARTICLE 5, neither the Company, the Securityholders nor any other Person has made, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or Buyer has been given, the not relied on any other express or implied authority to make representation or negotiate any representations, warranties warranty by or agreements not specifically set forth in this Agreementon behalf of the Company or the Securityholders.

Buyer’s Reliance. As of the date hereof, The Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer it and its representatives in connection with providing Representatives have been permitted full and complete 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 Company and the Company’s Subsidiaries that Buyer it and its representatives Representatives have desired or requested to see or reviewreview prior to being willing to enter into this Agreement, and that Buyer it and its representatives Representatives have had reasonable a full opportunity to meet with the officers and employees of the Company Group and the Company’s Subsidiaries to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 Company and except as set forth in, or covered by, any of its Subsidiaries sufficiently prior to being willing to enter this Agreement, . The Buyer acknowledges that (a) none of the Earthbound GroupSeller, the Company or any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Interests, the Company or any of the Company’s Subsidiaries furnished or made available to the Buyer and its representatives Representatives, including any financial projections or other forward-looking statements, except as expressly set forth in ARTICLE 4 or ARTICLE 5, and (b) none of the Earthbound Group Seller or any other Person (including any officer, director, member or shareholder of any partner of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchSeller) shall have or be subject to any Liability liability to the Buyer (except in the case of fraud), or any other Person Person, resulting from the sale to Buyer, or Buyer’s use of, of any such information, including the information, 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 any confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company’s 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 herein are in ARTICLE 4 or ARTICLE 5. The Buyer acknowledges that, except for risk allocation purposes the representations and not necessarily assertions of truthwarranties contained in ARTICLE 4 or ARTICLE 5, neither the Company, the Seller nor any other Person has made, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or Buyer has been given, the not relied on any other express or implied authority representation or warranty by or on behalf of the Company or the Seller. Nothing contained in this Section 6.8 is intended to make limit or negotiate conflict in any representations, warranties or agreements not specifically manner with the obligations set forth in this AgreementSection 7.1 hereof.

Buyer’s Reliance. As of the date hereof, Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer it and its representatives in connection with providing have been permitted full and complete 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 Company that Buyer it and its representatives have desired or requested to see or review, and that Buyer it and its representatives have had reasonable a full opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound GroupCompany. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of Seller, the Earthbound Group, or Company nor any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Company furnished or made available to Buyer and its representatives representatives, except as expressly set forth in this Agreement or in any certificate delivered in connection herewith, and (b) none of Seller, the Earthbound Group or Company nor any other Person (including any officer, director, member or shareholder of any of Seller, the Company GroupCompany, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchAffiliates) shall have or be subject to any Liability to Buyer or any other Person resulting from the sale to Buyer, or Buyer’s use of, any such information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated by this Agreement. 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 herein are for risk allocation purposes and not necessarily assertions in Article III. Buyer acknowledges that none of truthSeller, the Company, nor any other Person, directly or indirectly, has made, and that Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the Company, and Buyer will make no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or has been given, the express or implied authority to make or negotiate any representations, warranties or agreements not specifically set forth in this Agreementclaim with respect thereto.

Buyer’s Reliance. As of the date hereof, Buyer acknowledges that neither the Earthbound Group has reasonably cooperated withShareholders, and been responsive to, Buyer and its 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 have desired or requested to see or review, and that Buyer and its representatives have had reasonable opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of the Earthbound Group, or nor any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, written or oral, as to the accuracy or completeness of any information regarding that the Earthbound Group Company and the Subsidiaries furnished or made available to Buyer and its representatives Representatives, except as expressly set forth in Article III, and (b) none of neither the Earthbound Group or Shareholders, the Company nor any other Person (including any officer, director, member or shareholder of any of the Company Group, Kainos Capital, LLC partner thereof or any of their respective Affiliates solely in their capacities as suchAffiliates) shall have or be subject to any Liability to Buyer or any other Person resulting from the sale liability to Buyer, or any other Person, resulting from Buyer’s use of, of any such information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. 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 herein are in Article III. Buyer acknowledges that, except for risk allocation purposes the representations and not necessarily assertions of truthwarranties contained in Article III, neither the Company, the Shareholders nor any other Person has made, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or Buyer has been given, the not relied on any other express or implied authority to representation or warranty, whether written or oral, by or on behalf of the 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 or other forward-looking statements of the Company or any Subsidiary, and Buyer will make or negotiate any representations, warranties or agreements not specifically set forth in this Agreementno claim with respect thereto.

Buyer’s Reliance. As of the date hereof, The Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer and its 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 have desired or requested to see or review, and that Buyer and its representatives have had reasonable opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of the Earthbound GroupSellers, the Target Entities or any other Person has have made and Buyer represents that it or is not relying on and has not relied on making any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Target Shares, the Company, or any Company Subsidiary furnished or made available to the Buyer and its representatives Representatives, except as expressly set forth in Articles 4 and (b) 5 of this Agreement, and except as set forth in this Agreement, none of the Earthbound Group Sellers, the Target Entities or any other Person (including any officer, director, member or shareholder Representative of any either of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchSellers and/or the Target Entities) shall have or be subject to any Liability liability to Buyer the Buyer, or any other Person Person, resulting from the sale to Buyer, or Buyer’s use of, of any such information, including the information, documents or material made available to the Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. The Buyer acknowledges that the Buyer is acquiring the Target Entities 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. The Buyer acknowledges that, except for the representations and warranties contained herein are for risk allocation purposes in Articles 4 and not necessarily assertions of truth, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or has been given5, the Buyer has not relied on any other express or implied authority representation or warranty or other statement by or on behalf of the Target Entities, or the Sellers or any of their respective Affiliates, including with respect to any pro-forma financial information, financial projections or other forward-looking statements of the Sellers, the Target Entities, or any Company Subsidiary, and the Buyer will make no claim with respect thereto (other than with respect to any breach of a warranty or negotiate any representations, warranties or agreements not specifically representation expressly set forth in this AgreementArticles 4 and 5).

Buyer’s Reliance. As of the date hereof, The Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer and its 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 have desired or requested to see or review, and that Buyer and its representatives have had reasonable opportunity to meet with the officers and employees of the Company Group to discuss the business of the Earthbound Group. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of the Earthbound GroupSeller, the Company or any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representatives representatives, except as expressly set forth in Articles 4 and (b) 5 of this Agreement, and none of the Earthbound Group Seller or any other Person (including any officer, director, member or shareholder of any partner of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchSeller) shall have or be subject to any Liability liability to the Buyer (except in the case of fraud), or any other Person Person, resulting from the sale to Buyer, or Buyer’s use of, of any such information, including the information, documents or material made available to the Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. 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 herein are in Articles 4 and 5. The Buyer acknowledges that, except for risk allocation purposes the representations and not necessarily assertions of truthwarranties contained in Articles 4 and 5, neither the Company, the Seller nor any other Person has made, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or Buyer has been given, the not relied on any other express or implied authority to make representation or negotiate any representations, warranties warranty by or agreements not specifically set forth in this Agreementon behalf of the Company or the Seller.

Buyer’s Reliance. As of the date hereof, Buyer acknowledges that the Earthbound Group has reasonably cooperated with, and been responsive to, Buyer it and its representatives in connection with providing Representatives have been permitted 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 Companies and the Fabri -Kal Subsidiaries that Buyer it and its representatives Representatives have desired or requested to see or review, and that Buyer it and its representatives Representatives have had reasonable a full opportunity to meet with the officers and employees of the Company Group Companies to discuss the business of the Earthbound GroupCompanies and the Fabri-Kal Subsidiaries. Except as set forth on Schedule 4.28 and except as set forth in, or covered by, this Agreement, Buyer acknowledges that (a) none of Seller, the Earthbound Group, Companies or any other Person has made and Buyer represents that it is not relying on and has not relied on any representation or warranty, expressed express or implied, as to the accuracy or completeness of any information regarding the Earthbound Group Ownership Interests or the Companies or any Fabri-Kal Subsidiary furnished or made available to Buyer and its representatives Representatives, except as expressly set forth in Articles 4 and (b) none 5 of the Earthbound Group this Agreement, or under any other document, agreement, instrument or certificate delivered pursuant to this Agreement, and neither Seller nor any other Person (including any officer, director, member or shareholder partner of any of the Company Group, Kainos Capital, LLC or any of their respective Affiliates solely in their capacities as suchSeller) shall have or be subject to any Liability to Buyer or any other Person resulting from the sale liability to Buyer, or any other Person, resulting from Buyer’s use of, of any such information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the Subject Transactionstransactions contemplated hereby. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies and the Fabri-Kal 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 6.9 is intended to limit or modify the representations and warranties contained herein are for risk allocation purposes in Articles 4 and not necessarily assertions of truth, and that no officer, agent, representative or employee or the Earthbound Holders or the Earthbound Group has, or has been given, the express or implied authority to make or negotiate any representations, warranties or agreements not specifically set forth in this Agreement5.