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 Each of the Buyers (a) is a sophisticated purchaser and has conducted made its own inquiry and investigation into, and based thereon has formed an independent investigationjudgment concerning, verificationthe Business, review the Group Companies and analysis of Blocker, (b) has been furnished with or given adequate access to such information about the businessGroup Companies, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent Blocker and the CompanyBusiness as it has requested, which investigation(c) to the extent it has deemed appropriate, review has addressed in this Agreement any and analysis was conducted all matters arising out of its investigation and the information provided to it and (d) in determining to proceed with 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, Article IV and Article V of this Agreement, as qualified by Buyer and its Representativesthe Disclosure Schedules (subject to Section 11.15). Each 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 none of the Company and/or Parent to discuss the Business. In entering into this AgreementGroup Companies, 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, ParentBlocker, the Members Seller Parties or any of their respective Affiliates or Representatives or other Related Persons have made, nor will any of them be deemed to have made (except the specific representations and warranties set forth in Articles III and IV). nor has any Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or any of their Affiliates or Representatives relied upon) any representation, warranty, promise or other person has made any representation or warrantystatement, express or implied, as with respect to the accuracy or completeness of any information regarding Parent Group Companies, Blocker, the Seller Parties or the Company furnished Business or made available to Buyer or its Representativesthe transactions contemplated hereby, other than the representations and except as explicitly warranties expressly set forth in Article III, Article IV and Article V of this Agreement, as qualified by the Disclosure Schedules (subject to Section 11.15). Each Buyer acknowledges and agrees that none of the CompanyGroup Companies, ParentBlocker, the Members Seller Parties 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) Person shall have or be subject to any liability to Buyer Buyers, or any other person Person, resulting from the provision to Buyer, Buyers’ or Buyer’s their respective Affiliates’ 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, except as expressly set forth in Article III, Article IV and Article V of this Agreement. In connection with Buyer’s investigation Each Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, Article IV and Article V of this Agreement, as qualified by the Disclosure Schedules (subject to Section 11.15), the assets and the business of the CompanyGroup Companies and Blocker are being transferred on a “where is” and, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial informationas to condition, 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“as is” basis.

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 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 been provided access desired or requested to see or review, and that the Data Room. Buyer and its Representatives have had a full an opportunity to meet with the officers and employees of the Company and/or Parent and the Company Subsidiaries to discuss the Businessbusiness of the Company and the Company Subsidiaries. In entering into 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 or is making any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Company Shares, the Company or any Company Subsidiary furnished or made available to the Buyer or and its Representatives, and except as explicitly 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, none of the Company, ParentSeller, the Members Company or any other person Person (including any officer, director, or equity holder of any Representative of the Company, Parent, Seller or the Members, in their capacity as suchCompany) shall have or be subject to any liability to Buyer the 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 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 of the Company, The Buyer acknowledges that the Buyer is acquiring the Company and the Company Subsidiaries without any representation or its Representatives have received from 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 in Articles 4 and 5 of this Agreement and in the Transaction Documents, the Buyer has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Company certain pro or the Seller or any of their respective Affiliates, including with respect to 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 Seller, the Company or any Company 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.

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 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 provided 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 Data Room. Buyer and its Representatives have had a full an opportunity to meet with the certain 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, The Buyer further acknowledges that it has the only operating expenditure or capital expenditure forecasts, estimates or statements concerning plant reliability, or projections, estimates, forecasts or budgets relied solely upon by the aforesaid investigationBuyer were those prepared by the Buyer or its Representatives. The Buyer further acknowledges and agrees that, knowledgeexcept as expressly provided in Article III, review (a) in acquiring the Equity Interests, the Buyer’s indirect interest in the assets and analysis real property of the Company is being acquired on an “as is, where is, with all faults” basis and not (b) the Buyer, on its own behalf and on behalf of all Buyer Indemnified Parties, expressly disclaims any factual representations or opinions warranties of any kind or nature, express or implied, as to (i) title to any assets of the Company, Parent(ii) the contents, character or nature of any descriptive memorandum relating to the Company, the Members Equity Interests 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 assets of the Company, Parent(iii) any estimates of the value of the business of the Company, the MembersEquity 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 Sellers, the Company, its Subsidiaries, or any other person Person has made or is making, and the Buyer has not relied on, any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent the Company or the Company Project furnished or made available Made Available to the Buyer or and its Representatives, and except as explicitly expressly set forth in this AgreementAgreement and the Ancillary Agreements, none provided that the foregoing shall not be deemed to waive or limit any rights 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 respect of fraud 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 Fraudintentional misrepresentation.

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 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 been provided access desired or requested to see or review, and that 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 and the Company Subsidiaries to discuss the Businessbusiness of the Company and the Company Subsidiaries. In entering into 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 or is making any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding Parent or the Company Shares, the Company or any Company Subsidiary furnished or made available to the Buyer or and its Representatives, and except as explicitly expressly set forth in Articles 4 and 5 of this Agreement, the other Transaction Documents and the Closing Certificates, and none of the Company, ParentSeller, the Members Company or any other person Person (including any officer, director, or equity holder of any Representative of the Seller and/or the Company, Parent, or the Members, in their capacity as such) shall have or be subject to any liability to Buyer the 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 the Buyer in the Data Room, any “data rooms,” management presentations, due diligence or in any other form in expectation of the Contemplated Transactions. In connection with Buyer’s investigation of the Company, The Buyer acknowledges that the Buyer is acquiring the Company and the Company Subsidiaries without any representation or its Representatives have received from 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 other Transaction Document or the Closing Certificates. The Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5, in the other Transaction Documents and in the Closing Certificates, the Buyer has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Company certain pro or the Seller or any of their respective Affiliates, including with respect to 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 Seller, the Company or any Company 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 for claims based on Fraud.