Common use of Buyer’s Reliance Clause in Contracts

Buyer’s Reliance. The Buyer acknowledges that none of the Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. 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 6.12 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 has not relied on any other express or implied representation or warranty by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Person, directly or indirectly, has made, and the 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, any Company Subsidiary or the Business, and the Buyer will make no claim with respect thereto.

Buyer’s Reliance. The Buyer acknowledges that it and its Representatives have been permitted access to the Books and Records, Tax Returns, Contracts, and other properties and assets of the Company and the Company Subsidiaries that the Buyer and its Representatives have desired or requested to see or review, and that the Buyer and its Representatives have had an opportunity to meet with the officers and employees of the Company and the Company Subsidiaries to discuss the business of the Company and the Company Subsidiaries. The Buyer acknowledges that none of the Seller, the Company or any other Person has made or is making any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company Shares, the Company and the or any Company Subsidiaries Subsidiary furnished or made available to the Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 and 5 of this AgreementAgreement and in the Transaction Documents. Except as expressly set forth in Articles 4 and 5 of this Agreement and in the Transaction Documents, and neither none of the Seller Seller, the Company or any other Person (including any officer, director or shareholder Representative of the SellerSeller or the Company) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. The Buyer acknowledges that, should the Closing occur, that the Buyer shall acquire is acquiring 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 6.12 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 55 of this Agreement and in the Transaction Documents, neither the Company, the Seller nor any other Person has made, and the Buyer has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the CompanySeller or any of their respective Affiliates, the Seller nor including with respect to any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the CompanySeller, the Company or any Company Subsidiary or the BusinessSubsidiary, and the Buyer will make no claim with respect thereto.

Buyer’s Reliance. The Each Buyer acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations, business and assets of the Sellers and the Company Subsidiaries and, in making its determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations, warranties, covenants and other terms and conditions expressly set forth in this Agreement. Each Buyer acknowledges that none of the SellerSeller Parties, the Company Subsidiaries or any other Person has made any representation or warranty, expressed express or implied, written or oral, as to the accuracy or completeness of any information regarding that the Shares, the Company Sellers and the Company Subsidiaries furnished or made available to the such Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither of Agreement (as modified by the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5Disclosure Schedules hereto). 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 6.12 is intended to limit or modify the representations and warranties contained in Articles 4 and 5. The Each Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5this Agreement (as modified by the Seller Disclosure Schedules hereto), neither the CompanySeller Parent, the Seller Sellers nor any other Person has made, and the such Buyer has not relied on on, any other express or implied representation or warranty by or on behalf of the Company or the SellerSellers. The Each Buyer acknowledges that neither the CompanySeller Parent, the Seller Sellers, nor any other Person, directly or indirectly, has made, and the such Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Company, any Seller Party or Company Subsidiary (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or the Businessforward-looking statements), and the such Buyer will not make no or have any claim with respect thereto.

Buyer’s Reliance. The Buyer acknowledges that none of the Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, any “data rooms,” management presentations, presentations or due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. 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 6.12 6.9 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 has not relied on any other express or implied representation or warranty by or on behalf of the Company or the any Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Person, directly or indirectly, has made, and the 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, Company or any Company Subsidiary or the BusinessSubsidiary, and the Buyer will make no claim with respect thereto.

Buyer’s Reliance. The Buyer acknowledges that none of the SellerSellers, the Company Target Entities or any other Person has have made or is making any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Target Shares, the Company, or any Company and the Company Subsidiaries Subsidiary furnished or made available to the Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither except as set forth in this Agreement, none of the Seller Sellers, the Target Entities or any other Person (including any officer, director or shareholder Representative of either of the SellerSellers and/or the Target Entities) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. The Buyer acknowledges that, should the Closing occur, that the Buyer shall acquire is acquiring the Company 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; provided, however, that nothing in this Section 6.12 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 has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Company Target Entities, or the Seller. The Buyer acknowledges that neither the CompanySellers or any of their respective Affiliates, the Seller nor including with respect to any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the CompanySellers, the Target Entities, or any Company Subsidiary or the BusinessSubsidiary, and the Buyer will make no claim with respect theretothereto (other than with respect to any breach of a warranty or representation expressly set forth in Articles 4 and 5).

Buyer’s Reliance. The Buyer acknowledges that it and its Representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns (other than Tax Returns of the Parent Group), Contracts, and other properties and assets of the Company and the Company Subsidiaries that the Buyer and its Representatives have desired or requested to see or review, and that the Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and the Company Subsidiaries to discuss the business of the Company and the Company Subsidiaries. The Buyer acknowledges that none of the Seller, the Company or any other Person has made or is making any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company Shares, the Company and the or any Company Subsidiaries Subsidiary furnished or made available to the Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 and 5 of this Agreement, the other Transaction Documents and neither the Closing Certificates, and none of the Seller Seller, the Company or any other Person (including any officer, director or shareholder Representative of the SellerSeller and/or the Company) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5Contemplated Transactions. The Buyer acknowledges that, should the Closing occur, that the Buyer shall acquire is acquiring 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 6.12 is intended to limit the other Transaction Document or modify the representations and warranties contained in Articles 4 and 5Closing Certificates. The Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5, neither in the Companyother Transaction Documents and in the Closing Certificates, the Seller nor any other Person has made, and the Buyer has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the CompanySeller or any of their respective Affiliates, the Seller nor including with respect to any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the CompanySeller, the Company or any Company Subsidiary or the BusinessSubsidiary, and the Buyer will make no claim with respect thereto, except for claims based on Fraud.

Buyer’s Reliance. The Buyer acknowledges that it and its Representatives have been permitted access to certain books and records and other documents of the Company and its Subsidiaries (provided that the Buyer and its Representatives have not been furnished or given access to any operating expenditure or capital expenditure forecasts, any estimates or statements concerning plant reliability, or any projections, estimates, forecasts or budgets), and that the Buyer and its Representatives have had an opportunity to meet with certain officers and employees of the Company and its Subsidiaries to discuss the business of the Company and its Subsidiaries. The Buyer further acknowledges that the only operating expenditure or capital expenditure forecasts, estimates or statements concerning plant reliability, or projections, estimates, forecasts or budgets relied upon by the Buyer were those prepared by the Buyer or its Representatives. The Buyer further acknowledges and agrees that, except as expressly provided in Article III, (a) in acquiring the Equity Interests, the Buyer’s indirect interest in the assets and real property of the Company is being acquired on an “as is, where is, with all faults” basis and (b) the Buyer, on its own behalf and on behalf of all Buyer Indemnified Parties, expressly disclaims any representations or warranties of any kind or nature, express or implied, as to (i) title to any assets of the Company, (ii) the contents, character or nature of any descriptive memorandum relating to the Company, the Equity Interests or the assets of the Company, (iii) any estimates of the value of the business of the Company, the Equity Interests or the assets of the Company or future revenues generated thereby, (iv) the maintenance, repair, condition, quality, suitability, design, marketability, prospects (financial or otherwise) or risks and other incidents of the business of the Company, the Equity Interests or the assets of the Company, or (v) the accuracy or completeness of any information, documents or materials provided or Made Available to the Buyer or its Representatives, including in any management presentations or any other due diligence information. The Buyer further acknowledges that none of the SellerSellers, the Company Company, its Subsidiaries, or any other Person has made or is making, and the Buyer has not relied on, any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Shares, Company or the Company and the Company Subsidiaries Project furnished or made available Made Available to the Buyer and its representativesRepresentatives, except as expressly set forth in Articles 4 this Agreement and 5 the Ancillary Agreements, provided that the foregoing shall not be deemed to waive or limit any rights of this Agreement, and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, management presentations, due diligence respect of fraud or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. 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 6.12 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 has not relied on any other express or implied representation or warranty by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Person, directly or indirectly, has made, and the 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, any Company Subsidiary or the Business, and the Buyer will make no claim with respect theretointentional misrepresentation.

Buyer’s Reliance. The on Own Investigation; "AS-IS" Sale --------------------------------------------------- (a) Buyer agrees and acknowledges that, as of the Closing Date, Buyer shall have made such feasibility studies, investigations, title searches, environmental studies, engineering studies, inquires of governmental officials, and all other inquiries and investigations as Buyer shall deem necessary to satisfy itself as to the Condition and Quality of the Property. By proceeding with Closing, Buyer acknowledges that none of it has been given ample opportunity to inspect the Seller, the Company or any other Person has made any representation or warranty, expressed or implied, Property. (b) Except as to the accuracy or completeness of any information regarding the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as otherwise expressly set forth provided in Articles 4 and 5 of this Agreement, Buyer further acknowledges and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. The Buyer acknowledges agrees that, should at Closing, (I) Buyer will buy and is buying the Closing occurProperty in its then condition, the Buyer shall acquire the Company "AS IS, WHERE IS" 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 6.12 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 madewith all faults, and the solely in reliance on Buyer's own investigation, examination, inspection, analysis and evaluation, and (II) Buyer has is not relied relying on any other express statement or implied representation information made or warranty by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Persongiven, directly or indirectly, has madeorally or in writing, express or implied, by Seller its agents or broker as to any aspect of the Property, including without limitation, the Condition and Quality (as defined in the Section hereof entitled "No Other Representation And Warranties of Seller") but, rather, is and will be relying on independent evaluations by its own personnel or consultants to make a determination as to the physical and economic nature, condition and prospects of the Property. (c) The agreements and acknowledgments contained in this Section constitute a conclusive admission that Buyer, as a sophisticated, knowledgeable investor in real property, shall acquire the Property solely upon its own judgment as to any matter germane to the Property or to Buyer's contemplated use of the Property, and the Buyer has not relied onupon any statement, any representation representation, or warranty regarding the pro-forma financial informationby Seller, financial projections or other forward-looking statements any agent representative of the CompanySeller (including Broker), any Company Subsidiary or the Business, and the Buyer will make no claim with respect theretowhich is not expressly set forth in this Agreement. The provisions of this Section shall survive Closing.

Buyer’s Reliance. The Buyer acknowledges that none it and its 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 Seller, Companies and the Company Subsidiaries that it and its representatives have deemed necessary to see or review, and that it and its representatives have had the opportunity to meet with the officers and employees of the Companies and the Company Subsidiaries to discuss the Business and the Purchased Assets. The Buyer acknowledges that no Company nor any other Person has made any representation or warranty, expressed express or implied, written or oral, as to the accuracy or completeness of any information regarding the Sharesany Company, any Company Subsidiary, the Company and Business or the Company Subsidiaries Purchased Assets furnished or made available to the Buyer and its representatives, except as expressly set forth in Articles 4 and ARTICLE 5 of this Agreement, the Transaction Agreements or the Company Closing Certificate, and neither of the Seller or any Company nor any other Person (including any officer, director director, member or shareholder partner of the Sellerany Company or any of its Affiliates) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in any “data rooms” (including the virtual data room operated by Intralinks, Inc. (the “Data SiteRoom”)), management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company Subsidiaries Purchased Assets 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 ARTICLE 5 of this Agreement; provided, howeverthe Transaction Agreements or the Company Closing Certificate. Notwithstanding the foregoing, that nothing in this Section 6.12 6.8 is intended to limit or modify the representations and warranties contained in Articles 4 and ARTICLE 5. The Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5ARTICLE 5 of this Agreement, the Transaction Agreements or the Company Closing Certificate, neither the Company, the Seller Companies nor any other Person has made, and the Buyer has not relied on any other express or implied representation or warranty warranty, whether written or oral, by or on behalf of the Company or the SellerCompanies. The Buyer acknowledges that neither the Company, the Seller any Company nor any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty warranty, including with respect to accuracy or completeness, regarding the pro-forma financial information, financial models or modeling tools, budgets, financial projections or any other forward-looking statements of the Company, any Company or any Company Subsidiary or the Businessgenerated by any Company, its Affiliates or advisors, and the Buyer will make no claim with respect thereto. Notwithstanding the foregoing in this Section 6.8, the Buyer is not waiving any right to make any claims for Fraud and the above waivers, disclaimers, agreements and acknowledgments do not apply to any matters involving Fraud.

Buyer’s Reliance. The Buyer (a) is a sophisticated purchaser and has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Business and the Group Companies, and (b) in determining to proceed with any of the transactions contemplated hereby has not relied in any material respect on any statements or information other than the representations and warranties expressly set forth in ‎Article III of this Agreement, as qualified by the Seller Disclosure Schedule (subject to ‎Section 10.12) and the representations and warranties set forth in the Seller Compliance Certificate. The Buyer acknowledges that none of the Group Companies, the Seller or any of their respective Affiliates or Representatives, Orsted North America Inc. or any of its Affiliates, or other Related Persons have made, nor will any of them be deemed to have made (and nor has the Buyer or any of its Affiliates or Representatives relied upon) any representation, warranty, promise or other statement, express or implied, with respect to the Group Companies, the Seller or the Business or the transactions contemplated hereby, other than the representations and warranties expressly set forth in ‎Article III of this Agreement, as qualified by the Seller Disclosure Schedule (subject to ‎Section 10.12) and the representations and warranties of any such Persons set forth in the Seller Compliance Certificate. Except in the case of Fraud, the Buyer acknowledges and agrees that none of the Group Companies, the Seller, the Company Orsted North America Inc. or any of its Affiliates, or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall will have or be subject to any liability to the Buyer, Buyer or any other Personits Affiliates, resulting from the Buyer’s or its Affiliates’ use of any information, documents or material made available to the Buyer in the Data Site, any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 ‎Article III of this Agreement or the representations and 5warranties of any such Person set forth in the Seller Compliance Certificate. Without limiting the foregoing, the Buyer acknowledges and agrees that Orsted will not have or be subject to any liability to the Buyer under this Agreement. 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 6.12 is intended to limit or modify the representations and warranties contained in Articles 4 and 5. The Buyer acknowledges agrees that, except for the representations and warranties contained expressly set forth in Articles 4 ‎Article III of this Agreement, as qualified by the Seller Disclosure Schedule (subject to ‎Section 10.12) and 5, neither the Companyrepresentation and warranties set forth in the Seller Compliance Certificate, the Seller nor any other Person has made, Assets and the Buyer has not relied on any other express or implied representation or warranty by or on behalf Business of the Company or Group Companies are being transferred on a “where is” and, as to condition, “as is” basis. Notwithstanding anything to the Seller. The Buyer acknowledges that neither the Companycontrary in this Section 4.10, the Seller nor any other Person, directly or indirectly, has made, Parties acknowledge and agree that the Parties are relying on the Agreed Model and the Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements assumptions specified therein for purposes of the Company, any Company Subsidiary or the Business, and the Buyer will make no claim with respect theretopurchase price adjustments set forth in Article II.

Buyer’s Reliance. The Buyer (a) is an informed and sophisticated Person, has engaged advisors as it deems appropriate that are experienced in the evaluation and purchase of companies such as the Acquired Companies and has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of the Acquired Companies, (b) has been furnished or provided adequate access to the personnel, properties, assets, premises, Books and Records and other documents and data of the Acquired Companies and the transactions contemplated by this Agreement for such purpose as it has requested, (c) has had the opportunity to negotiate the terms and conditions of this Agreement and the Transaction Documents, (d) to the extent it has deemed appropriate, has addressed in this Agreement and the Transaction Documents any and all matters arising out of its investigation, review and analysis. The Buyer acknowledges and agrees that none neither the Seller nor any of the SellerAcquired Companies has made, nor will any of them be deemed to have made (and nor has the Company Buyer or any other Person has made of its Related Persons relied upon) any representation or representation, warranty, expressed covenant or agreement, express or implied, as with respect to the accuracy Acquired Companies or completeness of any information regarding the Sharestheir respective businesses, the Company Equity Interests, the Seller or the transactions contemplated by this Agreement or the Transaction Documents, other than the representations and warranties of the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as Seller expressly set forth in Articles 4 and 5 of this AgreementArticle 2, and neither of the Seller there are no implied representations, warranties or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material covenants made available to the Buyer in the Data Site, management presentations, due diligence hereunder or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. 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 6.12 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 has not relied on any other express or implied representation or warranty by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Person, directly or indirectly, has made, and the 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, any Company Subsidiary or the Business, and the Buyer will make no claim with respect theretothereunder.