Common use of Disclaimer and Non-Reliance Clause in Contracts

Disclaimer and Non-Reliance. (a) Except for the representations and warranties contained in this ‎Article 4 of this Agreement, each of Parent, Holdings and Merger Sub acknowledges and agrees that (i) neither the Company nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company with respect to any other information provided to Parent, Holdings or Merger Sub and (ii) none of Parent, Holdings and Merger Sub is relying on or has relied upon any other representation or warranty or other information with respect to the Company in connection with the subject matter of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties contained in ‎Article 3, neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Holdings, Merger Sub or any other Person resulting from the distribution to Parent, Holdings or Merger Sub, or use by Parent, Holdings or Merger Sub of, any such information, including any information, documents, projections, forecasts or other material made available to Parent, Holdings or Merger Sub in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement. (b) In connection with investigation by Parent of the Company and its Subsidiaries, Parent acknowledges and agrees that it has received or may receive from the Company and/or the Company’s Subsidiaries certain projections, forward-looking statements and other forecasts and certain business plan information. Parent acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent is familiar with such uncertainties, that Parent 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, forecasts or plans). Accordingly, without limiting the generality of any other provision of this Agreement, Parent acknowledges and agrees that the Company makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

Disclaimer and Non-Reliance. (a) Except for the representations and warranties contained in this ‎Article 4 of this Agreement, each of Parent, Holdings and Merger Sub the Company acknowledges and agrees that (i) neither the Company nor none of Parent, Holdings or Merger Sub or any other Person on their behalf of the Company makes any other express or implied representation or warranty with respect to the Company Parent, Holdings or Merger Sub with respect to any other information provided to Parent, Holdings or Merger Sub the Company and (ii) none of Parent, Holdings and Merger Sub the Company is not relying on or and has not relied upon any other representation or warranty or other information with respect to the Company Parent, Holdings or Merger Sub in connection with the subject matter of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties contained in ‎Article 34 of this Agreement, neither the Company nor none of Parent, Holdings or Merger Sub or any other Person will have or be subject to any liability or indemnification obligation to Parent, Holdings, Merger Sub the Company or any other Person resulting from the distribution to Parent, Holdings or Merger Subthe Company, or use by Parent, Holdings or Merger Sub the Company of, any such information, including any information, documents, projections, forecasts or other material made available to Parent, Holdings or Merger Sub the Company in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement. (b) In connection with investigation by Parent of the Company of Parent and its Subsidiaries, Parent the Company acknowledges and agrees that it has received or may receive from the Company Parent and/or the CompanyParent’s Subsidiaries certain projections, forward-looking statements and other forecasts and certain business plan information. Parent The Company acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent the Company is familiar with such uncertainties, that Parent the Company 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, forecasts or plans). Accordingly, without limiting the generality of any other provision of this Agreement, Parent the Company acknowledges and agrees that the Company Parent makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).