Common use of Buyer’s Reliance Clause in Contracts

Buyer’s Reliance. Buyer acknowledges that Buyer and its 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 Company and its 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 its Subsidiaries to discuss the business of the Company and its Subsidiaries. Buyer acknowledges that none of Seller, the Company or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company and its Subsidiaries furnished or made available to Buyer and its representatives, and none of Seller, the Company, its Subsidiaries or any other Person (including any officer, director or shareholder of Seller, the Company or its Subsidiaries) 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 or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on, any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of Seller, the Company, its Subsidiaries and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries, and Buyer will make no claim with respect thereto; provided, however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the terms of Article IX.

Buyer’s Reliance. The Buyer acknowledges that Buyer it and its 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 Companies and the Company and its Subsidiaries that it and its representatives have desired or requested deemed necessary to see or review, and that it and its representatives have had a full the opportunity to meet with the officers and employees of the Companies and the Company and its Subsidiaries to discuss the business of Business and the Company and its SubsidiariesPurchased Assets. The Buyer acknowledges that none of Seller, the no Company or nor any other Person has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information regarding any Company, any Company Subsidiary, the Company and its Subsidiaries Business or the Purchased Assets furnished or made available to the Buyer and its representatives, and none except as expressly set forth in ARTICLE 5 of Sellerthis Agreement, the CompanyTransaction Agreements or the Company Closing Certificate, its Subsidiaries or and neither any Company nor any other Person (including any officer, director director, member or shareholder partner of Seller, the any Company or any of its SubsidiariesAffiliates) 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 or material made available to the Buyer in any “data rooms,” (including the virtual data room operated by Intralinks, Inc. (the “Data Room”)), 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 Interests Purchased Assets without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businessesassets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV ARTICLE 5 of this Agreement, the Transaction Agreements or the Company Closing Certificate. Notwithstanding the foregoing, nothing in this Section 6.8 is intended to limit or modify the representations and warranties contained in ARTICLE 5. The Buyer acknowledges that, except for the representations and warranties contained in Article III and Article IV, none ARTICLE 5 of Sellerthis Agreement, the CompanyTransaction Agreements or the Company Closing Certificate, its Subsidiaries neither the Companies nor any other Person has made, and the Buyer has not relied on, on any other express or implied representation or warranty warranty, whether written or oral, by or on behalf of the Companies. The Buyer acknowledges that neither any of Seller, the Company or any of its Subsidiaries, and that none of Seller, the Company, its Subsidiaries and 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 any pro pro-forma financial information, financial models or modeling tools, budgets, financial projections or any other forward-looking statements of the any Company or any Company Subsidiary or generated by any Company, its SubsidiariesAffiliates or advisors, and the Buyer will make no claim with respect thereto; provided, however, that . Notwithstanding the foregoing in this Section 5.6 shall not preclude 6.8, the Buyer Indemnified Parties from asserting is not waiving any right to make any claims for indemnification in accordance with Fraud and subject the above waivers, disclaimers, agreements and acknowledgments do not apply to the terms of Article IXany matters involving Fraud.

Buyer’s Reliance. Buyer acknowledges that Buyer it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returnstax returns, contractsContracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its 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 its Subsidiaries to discuss the business of the Company and its Subsidiaries. Buyer acknowledges that none of the Seller, the Company or any other Person person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding the Company and its Subsidiaries 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, and none of Seller, neither the Company, its Subsidiaries or Seller nor any other Person (including any officer, director or shareholder of Seller, the Company or its Subsidiaries) shall have or be subject to any liability to Buyer or any other Person person resulting from the provision sale to Buyer, or Buyer’s use of, any such information, including any projections and offering memoranda and the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. Buyer acknowledges thatBUYER ACKNOWLEDGES THAT, should the Closing occurSHOULD THE CLOSING OCCUR, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company InterestsBUYER SHALL ACQUIRE THE COMPANY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, the CompanyIN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on, any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of Seller, the Company, its Subsidiaries and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries, and Buyer will make no claim with respect theretoEXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT; provided, however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the terms of Article IXPROVIDED HOWEVER THAT NOTHING IN THIS SECTION 5.5 IS INTENDED TO LIMIT OR MODIFY THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES 3 AND 4.

Buyer’s Reliance. Buyer acknowledges that Buyer and its 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 Company and its 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 its Subsidiaries to discuss the business of the Company and its Subsidiaries. The Buyer acknowledges that none of the Seller, the Company or any other Person has made any representation or warranty, express expressed or implied, as to the accuracy or completeness of any information regarding the Shares, the Company and its the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as expressly set forth in Articles 4 and none 5 of Sellerthis Agreement, and neither of the Company, its Subsidiaries Seller or any other Person (including any officer, director or shareholder of the Seller, the Company or its Subsidiaries) 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 or material made available to the Buyer in any “data rooms,” 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 Interests and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businessesassets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III Articles 4 and Article IV 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 Article III Articles 4 and Article IV5, none of Seller, neither the Company, its Subsidiaries the Seller nor any other Person has made, and the Buyer has not relied on, 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 Seller. The Buyer acknowledges that none of Seller, neither the Company, its Subsidiaries and the Seller nor any other Person, directly or indirectly, has made, and the 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, any Company Subsidiary or its Subsidiariesthe Business, and the Buyer will make no claim with respect thereto; provided, however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the terms of Article IX.

Buyer’s Reliance. Buyer acknowledges that Buyer it and its representatives 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 Company and its Subsidiaries Group Companies, that it and its representatives Representatives have desired or requested to see or review, and that it and its representatives Representatives have had a full opportunity to meet with the officers and employees of the Company and its Subsidiaries Group Companies to discuss the business of the Company and its SubsidiariesGroup Companies. Buyer acknowledges that none of neither Seller, the Company or Group Companies nor any other Person has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information regarding that Seller or the Company and its Subsidiaries Group Companies furnished or made available to Buyer and its representativesRepresentatives, and none of Seller, the Company, its Subsidiaries except as expressly set forth in this Agreement or any other Transaction Document. Neither Seller nor any other Person (including any officer, director director, member or shareholder partner of Seller, the Company Group Companies or its Subsidiariesany of their respective Affiliates) shall have or be subject to any liability to Buyer or any other Person Person, resulting from the provision to Buyer, or Buyer’s use of, of any such information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, confidential information memoranda, due diligence or in any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that, except for the representations and warranties contained in Article III and Article IVthis Agreement or any other Transaction Document, none of Seller, neither the Company, its Subsidiaries Seller nor any other Person has made, and Buyer has not relied on, on any other express or implied representation or warranty by or on behalf of any of the Group Companies or Seller, the Company or any of its Subsidiaries, and . Buyer acknowledges that none of Seller, neither the Company, its Subsidiaries and Seller nor any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty warranty, whether written or oral, regarding any the pro forma financial information, financial projections or other forward-looking statements of the Company or its SubsidiariesGroup Companies, and Buyer will make no claim with respect thereto; . Without limiting the generality of the foregoing, Buyer agrees with Seller that it will not, and shall procure that all Affiliates and Representatives of Buyer will not, bring any claim which Buyer may have arising out of any information or advice provided (or omitted to be provided) by the Company or Seller, however, that this Section 5.6 shall not preclude against the Company or Seller or any Affiliate or Representative of the Company or Seller on which Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject relied when agreeing to the terms of Article IXthe Agreement or any other Transaction Document including in connection with giving the representations and warranties or other assurances given in this Agreement, except in the event of fraud.

Buyer’s Reliance. Buyer acknowledges that Buyer and its representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, contractsContracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its 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 its Subsidiaries to discuss the business of the Company and its SubsidiariesCompany. Buyer acknowledges that that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company and its Subsidiaries furnished or made available to Buyer and its representatives, and none of Seller, the Company, its Subsidiaries Company or any other Person (including any officer, director or shareholder of Seller, Seller or the Company or its SubsidiariesCompany) 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 or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries Company or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Article III and Article IV of this Agreement. Buyer acknowledges that, except for the representations and warranties contained in Article III and Article IV, none of Seller, the Company, its Subsidiaries Company 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, Seller or the Company or any of its SubsidiariesCompany, and that none of Seller, the Company, its Subsidiaries Company 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 SubsidiariesCompany, and Buyer will make no claim with respect thereto; provided, however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the terms of Article IX.

Buyer’s Reliance. The Buyer acknowledges that Buyer (a) is a sophisticated purchaser and has made its representatives have been permitted full own inquiry and complete access 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 books transactions contemplated hereby has not relied in any material respect on any statements or information other than the representations and recordswarranties expressly set forth in ‎Article III of this Agreement, facilities, equipment, Tax Returns, contracts, insurance policies as qualified by the Seller Disclosure Schedule (or summaries thereofsubject to ‎Section 10.12) and other properties the representations and assets of warranties set forth in the Company and its 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 its Subsidiaries to discuss the business of the Company and its SubsidiariesSeller Compliance Certificate. The Buyer acknowledges that none of Sellerthe Group Companies, the Company Seller or any of their respective Affiliates or Representatives, Orsted North America Inc. or any of its Affiliates, or other Person Related Persons have made, nor will any of them be deemed to have made (and nor has made the Buyer or any representation of its Affiliates or Representatives relied upon) any representation, warranty, promise or other statement, express or implied, as with respect to the accuracy Group Companies, the Seller or completeness 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 information regarding such Persons set forth in the Company Seller Compliance Certificate. Except in the case of Fraud, the Buyer acknowledges and its Subsidiaries furnished or made available to Buyer and its representatives, and agrees that none of the Group Companies, the Seller, the CompanyOrsted North America Inc. or any of its Affiliates, its Subsidiaries or any other Person (including any officer, director or shareholder of Seller, the Company or its Subsidiaries) shall will have or be subject to any liability to the Buyer or any other Person its Affiliates, resulting from the provision to Buyer, or Buyer’s or its Affiliates’ 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 transactions contemplated hereby. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Interests without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Interests, the Company, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented set forth in ‎Article III of this Agreement or warranted the representations and warranties of any such Person set forth in Article III the Seller Compliance Certificate. Without limiting the foregoing, the Buyer acknowledges and Article IV of agrees that Orsted will not have or be subject to any liability to the Buyer under this Agreement. The Buyer acknowledges and agrees that, except for the representations and warranties contained expressly set forth in ‎Article III of this Agreement, as qualified by the Seller Disclosure Schedule (subject to ‎Section 10.12) and the representation and warranties set forth in the Seller Compliance Certificate, the Assets and the Business of the Group Companies are being transferred on a “where is” and, as to condition, “as is” basis. Notwithstanding anything to the contrary in this Section 4.10, the Parties acknowledge and agree that the Parties are relying on the Agreed Model and the assumptions specified therein for purposes of the purchase price adjustments set forth in Article III and Article IV, none of Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on, any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of Seller, the Company, its Subsidiaries and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries, and Buyer will make no claim with respect thereto; provided, however, that this Section 5.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with and subject to the terms of Article IXII.