Common use of Buyer’s Reliance Clause in Contracts

Buyer’s Reliance. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Shares without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Shares, 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 Section III and Section IV of this Agreement. The Buyer acknowledges that, except for the representations and warranties contained in Section III and Section IV, none of the Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of the 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 or other forward-looking statements of the Company or its Subsidiaries or any information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form, and Buyer will make no claim with respect thereto.

Buyer’s Reliance. None of the Sellers or any other Person (including any officer, director, member or partner of any Seller) shall have or be subject to any liability to the Buyer (except in the case of fraud), or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in any confidential information memoranda, “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company Shares and each Company Subsidiary without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Shares, the Company, its Subsidiaries or their respective assets or businessesassets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Section III ARTICLE IV and Section IV ARTICLE V of this Agreement. ; provided, however, that nothing in this Section 6.12 is intended to limit or modify the representations and warranties contained in ARTICLE IV and ARTICLE V. The Buyer acknowledges that, except for the representations and warranties contained in Section III ARTICLE IV and Section IV, none of the SellerARTICLE V, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and the Sellers. The Buyer acknowledges that none of the 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 the pro-forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries or any information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other formCompany Subsidiary, and the Buyer will make no claim with respect thereto.

Buyer’s Reliance. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Shares Purchased Assets without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Shares, the Company, its Subsidiaries or their respective assets or businessesPurchased Assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Section III and Section IV 3 of this Agreement. The Buyer acknowledges that, except Except for the representations and warranties contained in Section III this Agreement (including all exhibits and Section IVschedules), the Seller Transaction Agreements and any certificates issued by Seller at Closing, Buyer acknowledges that none of the Seller, the Company, its Subsidiaries Seller nor any other Person has made, and Buyer has not relied on any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of the Seller, the Company, its Subsidiaries and Seller or any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding (i) any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries Business or any information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other formform in expectation of the transactions contemplated hereby, (ii) any other information regarding the Business furnished or made available to Buyer during the due diligence process, or (iii) the accuracy or completeness of any such information described in the foregoing clauses (i) and (ii), and Buyer will make no claim with respect thereto.

Buyer’s Reliance. Buyer acknowledges thatthat none of Seller Holders, should the Closing occur, Buyer shall acquire the Company Shares without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Shares, 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 Section III and Section IV of this Agreement. The Buyer acknowledges that, except for the representations and warranties contained in Section III and Section IV, none of the Seller, the Company, its Subsidiaries nor any other Person has mademade any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer and its representatives, except as expressly set forth in this Agreement or in any certificate delivered in connection herewith or therewith, and Buyer has not relied on none of Seller Holders, the Company nor any other express Person (including any officer, director, member or implied representation or warranty by or on behalf shareholder of any of Sellerthe Company, the Company or any of its Subsidiaries, and that none of the Seller, the Company, its Subsidiaries and their respective Affiliates) shall have or be subject to any Liability to Buyer or any other PersonPerson resulting from the sale to Buyer, directly or indirectly, has made, and Buyer has not relied onBuyer’s use of, any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries or 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 formform in expectation of the transactions contemplated by this Agreement. Buyer acknowledges that none of Seller Holders, the Company, 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, and Buyer will make no claim with respect thereto.

Buyer’s Reliance. The Buyer acknowledges thatthat it and its representatives have been permitted full and complete access to the books and records, should the Closing occurfacilities, Buyer shall acquire the Company Shares without any representation equipment, contracts, insurance policies (or warranty as to merchantability or fitness for any particular purpose summaries thereof) and other properties and assets of the Company Shares, Seller or the Company, its Seller Subsidiaries or that their respective assets representatives have desired or businessesrequested to see or review, in an “as is” condition and on that it and its representatives have had a “where is” basis, except as otherwise expressly represented or warranted in Section III full opportunity to meet with the officers and Section IV employees of this Agreementthe Seller to discuss the Business. The Buyer acknowledges thatthat the Seller has not made and the Buyer is not relying on any representation or warranty, expressed or implied (except for the those representations and warranties contained set forth in Section III the Trust Assumption Agreement and Section IVin Sections 3.1 through 3.6), none as to the accuracy or completeness of any information regarding the Seller and the Seller Subsidiaries furnished or made available to the Buyer and its representatives and neither the Seller, the Company, its Subsidiaries nor or any other Person has made, and Buyer has not relied on (including any other express officer or implied representation or warranty by or on behalf director of any of Seller, the Company Seller or any of its SubsidiariesSeller Subsidiary) shall have or be subject to any liability to the Buyer, and that none of the Seller, the Company, its Subsidiaries and or 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 or other forward-looking statements resulting from the sale of the Company Purchased Assets or its Subsidiaries the Business, or the Buyer's use of any information, including the such information and any information, documents or material made available to the Buyer in any “"data rooms,” management presentations, " due diligence or in any other form, and Buyer will make no claim with respect theretoform in expectation of the transactions contemplated hereby.

Buyer’s Reliance. The Buyer has had the opportunity to conduct and has conducted its own independent review and analysis of the Business and the assets, liabilities, results of operations and financial condition of the Company Entities. The Buyer acknowledges thatthat neither the Sellers, should nor any Company Entity nor any other Person, nor any of their respective Representatives, agents, shareholders, or any of the Closing occurrespective Affiliates of any of the foregoing has made, and that Buyer shall acquire the Company Shares without has not relied on, any representation or warranty warranty, expressed or implied, written or oral, as to merchantability the accuracy or fitness for completeness of any particular purpose of information that the Company Shares, Entities or the Company, Sellers furnished or made available to the Buyer and its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basisRepresentatives, except as otherwise expressly represented or warranted set forth in Section Articles III and Section IV of this Agreement. The Buyer acknowledges that, except for the representations and warranties contained in Section Articles III and Section IV, none of neither the SellerSellers, the Companynor any Company Entity, its Subsidiaries nor any other Person Person, nor any of their respective Representatives, agents, shareholders, or any of the respective Affiliates of any of the foregoing has made, and the Buyer has not relied on any other express or implied statement, representation or warranty whether written or oral, by or on behalf of the Company, the Sellers or any other Person. The foregoing is not intended to apply, and does not limit, any representations or warranties made by any Seller that is an employee of Sellerthe Company Entities in any employment agreement with the Buyer, the Company Entities or any of its Subsidiaries, and that none of the 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 or other forward-looking statements of the Company or its Subsidiaries or any information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form, and Buyer will make no claim with respect theretotheir respective Affiliates.