Common use of Due Diligence Investigation Clause in Contracts

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Transactions, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts.

Due Diligence Investigation. (a) Parent Between the date of execution of this Agreement and Merger Sub have conducted their own independent investigationthe Closing Date, review the Buyer shall be given an opportunity to conduct a thorough investigation and analysis of the business, results assets, liabilities, financial condition and business prospects of operationsGlobisens (the “Due Diligence Investigation”). In such connection and in order to facilitate such Due Diligence Investigation, prospects, condition (financial or otherwise) Bruker and other members of assets of Globisens management shall fully cooperate with the Acquired CompaniesBuyer and its representatives, and acknowledge that they have been provided adequate provide such persons, during business hours and upon reasonable advance notice, with access to the personnel, properties, assets, premises, books and records of Globisens, inspection of its facilities and permit Buyer and its representatives to interview personnel and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: consultants to Globisens. (ib) in making its decision to enter into this Agreement and to consummate the Transactions, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as Notwithstanding anything to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warrantiescontrary, express or implied, are made with respect to future prospects (financial or otherwise) contained in this Agreement, the obligation of the Acquired Companies. Buyer to consummate the Closing and purchase the Shares as contemplated herein, shall be subject to Buyer’s completion of its Due Diligence Investigation until October 31, 2014 (bthe “Due Diligence Period”) In which shall be satisfactory to the Buyer and its representatives, in the exercise of its and their sole discretion. Until the end of the Due Diligence Period , Buyer will conduct a thorough due diligence review of the Company and its assets to verify the accuracy and completeness of all representations and warranties made under Section 3 hereunder. Buyer acknowledges and agrees that upon the end of the Due Diligence Period it shall have verified the accuracy and completeness of all such representations and warranties and its full and complete satisfaction from the findings of its review of the Company. Accordingly, effective immediately following the Closing, Buyer releases, and forever discharges the Company and the Selling Parties, of and from any and all actions, causes of actions claims or demands that may arise in connection with Parent’s and Merger Sub’s investigation the accuracy or completeness of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no any representation or warranty is made with respect under Section 3 hereunder, except as otherwise specified in said Section 3. Neither Buyer nor any party related directly or indirectly to such estimatesBuyer, projections and other forecasts and plans, shall make any claim (including for Indemnification) or cause of action against the reasonableness Company or any Selling Parties or any party related directly or indirectly to any of the assumptions underlying such estimatesCompany or to the Selling Parties, projections and forecastsin connection with any representation or warranty or any matter specified thereunder or in connection with the results of Buyer’s examination and/or review of the Company.

Due Diligence Investigation. (a) Buyer and Parent have had an opportunity to discuss the business, management, operations and Merger Sub finances of the Company Members with its officers, directors, employees, agents, Representatives and Affiliates, and have had an opportunity to inspect the facilities of the Company Members. Buyer and Parent have conducted to their satisfaction, their own independent investigation of the conditions, operations and business of the Company Members and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer and Parent have relied on the results of their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its their decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Buyer and Parent and Merger Sub has have relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III Section 3 (and acknowledges that such representations and warranties are the only representations and warranties made by the Company as may be modified by the Disclosure Schedule as supplemented pursuant to Section 7.8) and the representations and warranties of this Agreement (including Blocker Seller in Section 4 and the related portions Sellers and Additional Sellers set forth in Section 5 and have not relied upon any other information provided by, for or on behalf of any of the Company Disclosure Schedule) Members, or as expressly set forth their respective agents or Representatives, to Buyer or Parent in any Transaction Document; and (ii) none of connection with the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or transactions contemplated by this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Buyer and Parent’s and Merger Sub’s investigation of the Acquired CompaniesCompany Members, they Buyer and Parent have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies Company Members and certain business plan information. Each of Buyer and Parent and Merger Sub acknowledges acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is Buyer and Parent are familiar with such uncertaintiesuncertainties and that Buyer and Parent are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and accordinglyother forecasts and plans so furnished to them, that including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans. Accordingly, no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections projections, forecasts and forecastsplans.

Due Diligence Investigation. VIH and Merger Sub acknowledge, covenant and agree, on behalf of themselves and their respective Representatives: (a) Parent that they have made their own due diligence investigation, and Merger Sub have conducted based thereon, formed their own independent investigation, review and analysis of the judgment with respect business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, Bakkt Opco and acknowledge that they its Subsidiaries and have been provided adequate afforded satisfactory access to the personnel, properties, assets, premises, books and records records, facilities and other documents personnel of Bakkt Opco and data its Subsidiaries for the purpose of the Acquired Companies for conducting such purpose. Each of Parent investigation and Merger Sub acknowledges and agrees that: forming such judgement, (ib) that in making its decision to enter entering into this Agreement and to consummate the TransactionsAgreement, each of Parent and Merger Sub has they have relied solely upon its their own investigation and analysis and the express representations and warranties Bakkt Representations, (c) that (x) other than the Bakkt Representations, no representation or warranty has been or is being made by Bakkt Opco or any of the Company set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies its Representatives or any other Person has made any representation or warranty as to the Company Equity Holdersaccuracy or completeness of any of the information provided or made available to VIH, the Acquired Companies Merger Sub or this Agreement, except as expressly set forth in ARTICLE III any of this Agreement their respective Representatives (including any such information contained in the related portions “data room”, in any confidential information memorandum, management presentation or similar materials, in answers to due diligence questions submitted by VIH, Merger Sub or any of their respective Representatives or in any other form (including meetings, calls and correspondence)) in expectation of the Company Disclosure ScheduleTransactions, and (y) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and projections, forecasts, plans, that it is budgets and similar materials and information (including forward-looking statements), and VIH and Merger Sub are familiar with such uncertainties, uncertainties and accordingly, that no representation or warranty is made with respect to such (d) VIH and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections projections, plans and other forecasts and plansbudgets so furnished to them, including the reasonableness of the assumptions underlying such estimates, projections projections, plans and forecastsbudgets. Without limiting the foregoing provisions of this paragraph, VIH and Merger Sub hereby acknowledge and agree (on behalf of themselves and their respective Representatives) that none of Bakkt Opco, its Affiliates, their respective Representatives or any other Person is making any representation or warranty with respect to such estimates, projections, plans or budgets, including the reasonableness of the assumptions underlying such estimates, projections, plans or budgets, and that VIH, Merger Sub and their Representatives have not relied on any such estimates, projections, plans or budgets.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereunder and thereunder, each of Parent and Merger Sub the Investor has relied solely upon its own investigation and the express representations and warranties of the Company Post set forth in ARTICLE III Article IV and any certificate delivered hereunder (and acknowledges that such representations and warranties are the only representations and warranties made by Post) and has not relied upon any other information provided by, for or on behalf of Post or its Affiliates or their respective Representatives to the Investor in connection with the transactions contemplated by this Agreement (including and the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction DocumentsAncillary Agreements. Each of Parent and Merger Sub The Investor has entered into the Transactions transactions contemplated by this Agreement and the Ancillary Agreements with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (any management presentations, any information contained in the Data Room or any financial projections or otherwise) of forecasts relating to the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they have received certain projections, including projected statements in each case except to the extent the subject of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no a representation or warranty set forth in Article IV of this Agreement or any certificate delivered hereunder. The Investor acknowledges that no current or former stockholder or equity securities holder, director, officer, employee, or advisor of Post or its Affiliates has made or is made with respect to such estimatesmaking any representations, projections and other forecasts and planswarranties or commitments whatsoever regarding the subject matter of this Agreement or the Ancillary Agreements, including the reasonableness of the assumptions underlying such estimatesexpress or implied. THE INVESTOR HEREBY ACKNOWLEDGES THAT THE INVESTOR HAS RELIED ON ITS OWN EXAMINATION AND INVESTIGATION OF THE COMPANIES IN ELECTING TO ENTER INTO, projections and forecastsAND CONSUMMATE THE TRANSACTIONS UNDER, THIS AGREEMENT AND THE ANCILLARY AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 5.9 OR OTHERWISE, NOTHING IN THIS SECTION 5.9 SHALL IN ANY MANNER (I) LIMIT, OR BE TAKEN INTO ACCOUNT IN EVALUATING THE MERITS OF, ANY CLAIM OF FRAUD OR (II) LIMIT ANY COMPANY INDEMNIFIED PARTY’S RIGHTS TO INDEMNIFICATION UNDER ARTICLE IX.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub Rollover Seller acknowledges and agrees that: that none of Buyer, its Affiliates or their respective representatives have made any other representations or warranties regarding Buyer, its subsidiaries or their respective business other than the representations and warranties set forth in Article V and any certificate delivered pursuant hereto. Without limiting the generality of the foregoing, Rollover Seller acknowledges and agrees that no projections, forecasts and predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials with respect to Buyer, its subsidiaries or their respective business, is or shall be deemed to be a representation or warranty by Buyer or its subsidiaries, under this Agreement, or otherwise, and that Rollover Seller has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreement. (b) Rollover Seller acknowledges and agrees that he (i) has made his own inquiry and investigation into Buyer and its subsidiaries, and, based upon such inquiry and investigation (and in making conjunction with the representations and warranties set forth in Article V and any certificate delivered pursuant hereto), has formed an independent judgment concerning Buyer and its decision subsidiaries and (ii) has conducted such investigations of Buyer, its subsidiaries and their respective business as Rollover Seller deems necessary to enter into this Agreement satisfy himself as to the operations and to consummate the Transactionsconditions thereof, each of Parent and Merger Sub has relied will rely solely upon its own investigation on such investigations and inquiries, and the express representations and warranties made in Article V. Rollover Seller further acknowledges and agrees that he will not at any time assert any claim against Buyer, its subsidiaries, or any of their respective present and former officers, managers, directors, members, stockholders, employees, agents, Affiliates, consultants, investment bankers, attorneys, advisors or representatives, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the Company set forth information furnished by such Persons concerning Buyer, its subsidiaries or their respective business, other than any inaccuracies or misstatements in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as applicable representations and warranties expressly set forth in Article V and any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companiescertificate delivered pursuant hereto. (bc) In connection with ParentRollover Seller has reviewed or has had an opportunity to review, (1) Buyer’s and Merger Sub’s investigation of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plansorganizational documents, including the reasonableness LLC Agreement, and (2) such other documents and information provided to Rollover Seller in response to his requests. Rollover Seller understands the speculative nature of and risks involved in the proposed investment in Buyer, and all matters relating to the structure and operations of Buyer and its subsidiaries have been discussed and explained to Rollover Seller’s satisfaction. Rollover Seller specifically acknowledges Rollover Seller’s understanding that Rollover Seller will be a minority equity owner in Buyer per the terms of the assumptions underlying such estimates, projections and forecastsLLC Agreement.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of Xxxxx has had an opportunity to discuss the business, results of operationsmanagement, prospects, condition (financial or otherwise) of assets operations and finances of the Acquired CompaniesCompany with the Company’s officers, directors, employees, agents, representatives and Affiliates, and acknowledge that they have has had an opportunity to inspect the facilities of the Company. Buyer has conducted its own independent investigation of the Company and has been provided adequate access furnished by the Company, or its agents or representatives, with all information, documents and other materials relating to the personnelCompany, propertiesand its business, assetsmanagement, premisesoperations and finances, books and records and that Buyer believes is necessary to enter into this Agreement, the Promissory Note, the Personal Guaranty, or any other documents and data of the Acquired Companies for such purposeagreement, document or instrument or certificate contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement Agreement, the Promissory Note, and any other agreement, document or instrument or certificate contemplated hereby, and to consummate the Transactionstransactions contemplated hereby and thereby, each of Parent and Merger Sub Xxxxx has relied solely upon its own investigation and the express representations and warranties of the Company Seller set forth in ARTICLE III of Section 4 or elsewhere in this Agreement (including and the related portions of the Company Disclosure Schedule) or as expressly indemnities set forth in this Agreement and has not relied upon any Transaction Document; and (ii) none other information provided by, for or on behalf of the Company Equity HoldersSeller, or its agents or representatives, to Buyer in connection with the transactions contemplated by this Agreement, the Acquired Companies Promissory Note, the Personal Guaranty, or any other Person agreement, document or instrument or certificate contemplated hereby. Xxxxx further acknowledges that the consideration specified in this Agreement has made any representation or warranty as been agreed upon by Seller and Buyer after good-faith arm’s-length negotiation in light of Buyer’s agreement to purchase the Company Equity Holders, the Acquired Companies or this Agreement, and its assets and properties “AS IS,” except as expressly specifically set forth in ARTICLE III of this Agreement. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO EXPRESS WARRANTY, NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NOR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO SELLER, THE COMPANY, THEIR RESPECTIVE SUBSIDIARIES AND ANY OF THEIR RESPECTIVE ASSETS OR PROPERTIES, INCLUDING WITHOUT LIMITATION ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. Stock Purchase Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts.– Clever/KAC

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of Optionee has had an opportunity to discuss the business, results of operationsmanagement, prospects, condition (financial or otherwise) of assets operations and finances of the Acquired CompaniesCompany with its respective officers, directors, employees, agents, consultants, representatives and Affiliates, and acknowledge that they have been provided adequate access has had an opportunity to inspect the personnel, properties, assets, premises, books and records and other documents and data facilities of the Acquired Companies for such purposeCompany. Each Optionee has conducted its own independent investigation of Parent and Merger Sub acknowledges and agrees that: (i) in the Company. In making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Parent and Merger Sub Optionee has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE Article III of this Agreement (including and acknowledges that such representations and warranties are the related portions only representations and warranties made by the Company) and has not relied upon any other information provided by, for or on behalf of the Company Disclosure Schedule) Company, or as expressly set forth its respective agents or representatives, to Optionee in any Transaction Document; and (ii) none connection with the transactions contemplated by this Agreement. Optionee has no knowledge of the Company Equity Holdersexistence or nonexistence or occurrence or nonoccurrence of any event, condition or circumstance the Acquired Companies existence, nonexistence, occurrence or any other Person has made nonoccurrence of which would cause any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) contained in this Agreement to be untrue or as may expressly be set forth inaccurate in the Transaction Documentsany respect. Each of Parent and Merger Sub Optionee has entered into the Transactions transactions contemplated by this Agreement with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to any projection or forecast regarding future prospects (financial results or otherwise) activities or the probable success or profitability of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation Business or the Company. Optionee acknowledges that, except as provided in the Voting Agreement, no current or former stockholder, director, officer, employee, agent, consultant, Affiliate or advisor of the Acquired CompaniesCompany has made or is making any representations, they have received certain projectionswarranties or commitments whatsoever regarding the subject matter of this Agreement, including projected statements of operating revenues and income from operations of the businessexpress or implied. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimatesWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecastsHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Due Diligence Investigation. (a) Each of Parent and Merger Sub have conducted their own independent investigation, review and analysis of Buyer has had an opportunity to discuss the business, results of operationsmanagement, prospects, condition (financial or otherwise) of assets operations and finances of the Acquired CompaniesBusiness with Sellers, its applicable Affiliates and acknowledge that they have been provided adequate access their respective Representatives and has had an opportunity to inspect the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purposePurchased Assets. Each of Parent and Merger Sub acknowledges and agrees that: (i) in Buyer has conducted its own independent investigation of the Business. In making its decision to enter into execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereunder and thereunder, each of Parent and Merger Sub Buyer has relied solely upon its own investigation and the express representations and warranties of the Company Sellers set forth in ARTICLE III Articles V and VI (and acknowledges that such representations and warranties are the only representations and warranties made by Sellers) and has not relied upon any other information provided by, for or on behalf of Sellers or their Affiliates or their respective Representatives, to Parent or Buyer in connection with the transactions contemplated by this Agreement (including and the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction DocumentsAncillary Agreements. Each of Parent and Merger Sub Buyer has entered into the Transactions transactions contemplated by this Agreement and the Ancillary Agreements with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects any management presentations (including monthly financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companiesreviews), they have received certain marketing materials, financial projections, including forecasts, budgets, or the impact of competition, weather, or other factors affecting historical, actual or projected statements of operating revenues and income from operations of financial performance relating to the business, the Acquired Companies and certain business plan informationBusiness. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, Buyer further agrees that it is familiar with such uncertaintiesnot relying on and has no legal claim predicated on any statements made by Sellers, and accordinglywhether written or oral, that no representation or warranty is made with respect to such estimatesany management presentations (including monthly financial reviews), projections marketing materials, financial projections, forecasts, budgets, or the impact of competition, weather, or other factors affecting historical, actual or projected financial performance relating to the Business. Each of Parent and other forecasts and plansBuyer acknowledges that no current or former stockholder, including director, officer, employee, affiliate or advisor of Sellers or their Affiliates has made or is making any representations, warranties or commitments whatsoever regarding the reasonableness subject matter of this Agreement or the assumptions underlying such estimatesAncillary Agreements, projections and forecastsexpress or implied.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of has had an opportunity to discuss the business, results management, operations and finances of operationsthe Acquired Companies with their respective officers, prospectsdirectors, condition (financial or otherwise) of assets employees, agents, representatives and Affiliates, and has had an opportunity to inspect the facilities of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data . Parent has conducted its own independent investigation of the Acquired Companies for such purposeCompanies. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III Article IV (and acknowledges that such representations and warranties are the only representations and warranties made by any Acquired Company) and has not relied upon any other information provided by, for or on behalf of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation Equityholders, or warranty as their respective agents or representatives, to Parent in connection with the Company Equity Holders, the Acquired Companies or transactions contemplated by this Agreement, except as expressly set forth including in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) any confidential information memorandum previously made available to Parent or as may expressly be set forth in the Transaction Documents. Each of any data room to which Parent and Merger Sub its advisors and other representatives have been provided access by the Company. Parent has entered into the Transactions transactions contemplated by this Agreement with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to any projection or forecast regarding future prospects results or activities or the probable success or profitability of any Acquired Company. Parent acknowledges that no current or former stockholder, director, officer, employee, affiliate or advisor of any Acquired Company has made or is making any representations, warranties or commitments whatsoever, express or implied, with respect to the Acquired Companies or their businesses. Notwithstanding the foregoing or anything to the contrary herein, (financial or otherwisea) nothing in this Section 5.10 shall in any way limit any of the Acquired Companies. representations or warranties set forth in Article IV, and (b) In connection with Parent’s and Merger Sub’s investigation the provisions of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertaintiesthis Section 5.10 shall not, and accordinglyshall not be deemed or construed to, that no representation waive or warranty is made release any claims for actual fraud with respect to such estimates, projections and other forecasts and plans, including the reasonableness any of the assumptions underlying such estimates, projections and forecastsrepresentations or warranties set forth in Article IV.

Due Diligence Investigation. (a) Parent Xxxxx has had an adequate opportunity to discuss the business, management, operations and Merger Sub have conducted their finances of the Company with its managers, officers, employees, agents, Representatives and Affiliates, and has had an adequate opportunity to inspect the facilities of the Company. Buyer has conducted, to its satisfaction, its own independent investigation of the conditions, operations and business of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer has relied on the results of its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements, each of Parent and Merger Sub Buyer has relied solely upon its own investigation and (x) the express representations and warranties of the Company set forth in ARTICLE III of this Agreement Agreement, as may be modified by the Disclosure Schedule, and the Ancillary Agreements, and (including y) the related portions representations and warranties of the Company Disclosure Schedule) or as expressly Selling Parties set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including may be modified by the related portions Disclosure Schedule, and of the Company Disclosure Schedule) or as may expressly be Seller Representative set forth in the Transaction DocumentsAncillary Agreements and has not relied upon any other information, representations, warranties or statements provided or made by, for or on behalf of or relating to, the Company, any Seller or any of their respective agents or Representatives to Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Each Without limiting the representations and warranties of Parent the Company and Merger Sub the Selling Parties set forth in this Agreement or the Ancillary Agreements, as may be modified by the Disclosure Schedule, Buyer has entered into the Transactions transactions contemplated by this Agreement and the Ancillary Agreements with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired CompaniesCompany. (b) In Xxxxx acknowledges and agrees that (i) except for the representations and warranties of the Company, the Seller Representative and of the Selling Parties set forth in this Agreement, in each case, as may be modified by the Disclosure Schedule and the Ancillary Agreements, none of the Company, the Seller Representative, the Sellers or any other Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, on behalf of or relating to the Company, the Seller Representative, the Sellers or any such other Person or any of their respective businesses, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Company or its business or (C) the accuracy or completeness of any information regarding the Sellers, the Seller Representative or the Company or its business made available to Buyer or any of their respective Representatives in connection with Parent’s and Merger Sub’s this Agreement or the transactions contemplated hereby or their investigation of the Acquired Companies, they have received certain projections, including projected statements of operating revenues and income from operations of the businessSellers, the Acquired Companies and certain Seller Representative or the Company or its business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such (including any estimates, forecasts, budgets, projections and or other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made financial information with respect to such the Company or its business), and (ii) Buyer will not have any right or remedy (and the Seller Representative, the Sellers and their respective Affiliates will have no Liability whatsoever) arising out of, and Xxxxx expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or with respect to any Seller, the Seller Representative, the Company or its business, including in any information regarding the Sellers, the Seller Representative or the Company or its business made available to Buyer or any of its respective Representatives in connection with this Agreement or the transactions contemplated hereby or their investigation of the Seller, the Seller Representative or the Company or its business (including any estimates, projections and other forecasts and plansforecasts, including the reasonableness of the assumptions underlying such estimatesbudgets, projections or other financial information with respect to the Company or its business), or any errors therein or omissions therefrom, in each case, other than the representations and forecastswarranties expressly set forth in this Agreement, in each case, as may be modified by the Disclosure Schedule, or in the Ancillary Agreements.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of Buyer has had an opportunity to discuss the business, results of operationsmanagement, prospects, condition (financial or otherwise) of assets operations and finances of the Acquired CompaniesCompany and its Subsidiaries with their officers, directors, employees, agents, representatives and Affiliates, and acknowledge that they have been provided adequate access has had an opportunity to inspect the personnel, properties, assets, premises, books and records and other documents and data facilities of the Acquired Companies for such purposeCompany and its Subsidiaries. Each Buyer has conducted its own independent investigation of Parent the conditions, operations and Merger Sub acknowledges business of the Company and agrees that: (i) in its Subsidiaries. In making its decision to enter into execute and deliver this Agreement and to consummate the TransactionsTransaction, each of Parent and Merger Sub Buyer has relied solely in part upon its own investigation and the express representations and warranties of the Seller in Article II and of the Company set forth in ARTICLE Article III of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly and acknowledges that such representations and warranties, together with any representations and warranties set forth in any other Transaction Document; Documents, are the only representations and warranties made by Seller or the Company). (iib) none of The Buyer acknowledges and agrees that neither the Company Equity HoldersCompany, the Acquired Companies or Seller nor any other Person is making, and Buyer is not relying on, and has made not relied on, any representation representations or warranty as to the Company Equity Holderswarranties, the Acquired Companies oral or this Agreementwritten, express or implied, except as expressly set forth in ARTICLE III of this Agreement (such representations and warranties of the Seller contained in Article II and such representations and warranties of the Seller and the Company contained in Article III), each as qualified by the Disclosure Schedule, and in any of the other Transaction Documents. Neither the Seller, the Company, its Subsidiaries nor any of their Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents, or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, “virtual data rooms”, management presentations, due diligence discussions or presentations or in any other form in expectation of the transactions contemplated by this Agreement other than as contemplated herein, including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in schedules hereto and the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger SubBuyer’s investigation of the Acquired CompaniesCompany and its Subsidiaries, they have Buyer has received certain projections, including projected statements of operating revenues and income from operations operations, of the business, business of the Acquired Companies Company and its Subsidiaries and certain business plan information. Each of Parent and Merger Sub Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, plans and that it Buyer is familiar with such uncertainties. Accordingly, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans. (c) Notwithstanding the foregoing, including the reasonableness nothing in this Agreement shall, or shall be deemed or construed to, preclude, limit or impair any claim in respect of, relieve any Person of the assumptions underlying such estimatesany liability or obligation for, projections and forecastsor limit or impair any recourse or remedy of any Person available in respect of, fraud, whether based on representations or statements set forth in or outside of this Agreement.

Due Diligence Investigation. (a) Parent Buyer has had an opportunity to discuss the business, management, operations and Merger Sub have finances of the Acquired Company Members with its officers, directors, employees, agents, Representatives and Affiliates, and has had an opportunity to inspect the facilities of the Acquired Company Members. Buyer has conducted their to its satisfaction, its own independent investigation of the conditions, operations and business of the Acquired Company Members and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation, review and analysis of . In making the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Parent and Merger Sub Buyer has relied solely upon its own investigation and the express representations and warranties of the Company Sellers set forth 42 in ARTICLE III of this Agreement Section 3 (including and acknowledges that such representations and warranties are the related portions only representations and warranties made by the Sellers) and has not relied upon any other statements made, representations or warranties made, or information provided by, for or on behalf of the Company Disclosure Schedule) Sellers or as expressly set forth in any Transaction Document; and (ii) none of the Acquired Company Equity HoldersMembers, or their respective agents or Representatives, to Buyer in connection with the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or transactions contemplated by this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub Buyer has entered into the Transactions transactions contemplated by this Agreement with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired CompaniesCompany Members. (b) In connection with Parent’s and Merger SubBuyer’s investigation of the Acquired CompaniesCompany Members, they have Buyer has received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies Company Members and certain business plan information. Each of Parent and Merger Sub Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it Buyer is familiar with such uncertaintiesuncertainties and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and accordinglyother forecasts and plans so furnished to it, that including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans. Accordingly, no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections projections, forecasts and forecastsplans.

Due Diligence Investigation. (a) Parent Purchaser has had an opportunity to discuss the business, management, operations and Merger Sub have finances of the Company Group with its officers, directors, managers, employees, agents, Representatives and Affiliates, and has had an opportunity to inspect the facilities of the Company Group. Purchaser has conducted their to its satisfaction, its own independent investigation of the conditions, operations and business of the Company Group and, in making its determination to proceed with the transactions contemplated by this Agreement and the Transaction Agreements, Purchaser has relied on the results of its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement and the Transaction Agreements, each of Parent and Merger Sub Purchaser has relied solely upon its own investigation and the express representations and warranties of the Selling Parties and the Company set forth in ARTICLE III of this Agreement Section 3 (including and acknowledges that such representations and warranties are the related portions only representations and warranties made by the Company as may be modified by the Disclosure Schedule), the representations and warranties of the Company Disclosure Schedule) or as expressly Blockers set forth in Section 2, the representations and warranties of the Seller Representative set forth in Section 6.5 and the representations and warranties set forth in any ancillary documents or agreements delivered in connection with the Transaction Document; contemplated hereby and (ii) none has not relied upon any other information provided by, for or on behalf of any of the Company Equity HoldersGroup, the Acquired Companies Blockers or any other Person has made any representation the Selling Parties, or warranty as their respective agents or Representatives, to Purchaser in connection with the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of transactions contemplated by this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in and the Transaction DocumentsAgreements. Each of Parent and Merger Sub Purchaser has entered into the Transactions transactions contemplated by this Agreement and the Transaction Agreements with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired CompaniesCompany Group. (b) In connection with Parent’s and Merger SubPurchaser’s investigation of the Acquired CompaniesCompany Group, they Purchaser may have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies Company Group and certain business plan information. Each of Parent and Merger Sub Purchaser acknowledges that there are significant uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it Purchaser is familiar with such uncertaintiesuncertainties and that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and accordinglyother forecasts and plans so furnished to it, that including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans. Accordingly, no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections projections, forecasts and forecastsplans.

Due Diligence Investigation. (a) Each of Parent and Merger Sub have conducted their own independent investigation, review and analysis of Buyer has had an opportunity to discuss the business, results of operationsmanagement, prospects, condition (financial or otherwise) of assets operations and finances of the Acquired CompaniesBusiness with Sellers, its applicable Affiliates and acknowledge that they have been provided adequate access their respective Representatives and has had an opportunity to inspect the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purposePurchased Assets. Each of Parent and Merger Sub acknowledges and agrees that: (i) in Buyer has conducted its own independent investigation of the Business. In making its decision to enter into execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereunder and thereunder, each of Parent and Merger Sub Buyer has relied solely upon its own investigation and the express representations and warranties of the Company Sellers set forth in ARTICLE III Articles V and VI (and acknowledges that such representations and warranties are the only representations and warranties made by Sellers) and has not relied upon any other information provided by, for or on behalf of Sellers or their Affiliates or their respective Representatives, to Parent or Buyer in connection with the 24 transactions contemplated by this Agreement (including and the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction DocumentsAncillary Agreements. Each of Parent and Merger Sub Buyer has entered into the Transactions transactions contemplated by this Agreement and the Ancillary Agreements with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects any management presentations (including monthly financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companiesreviews), they have received certain marketing materials, financial projections, including forecasts, budgets, or the impact of competition, weather, or other factors affecting historical, actual or projected statements of operating revenues and income from operations of financial performance relating to the business, the Acquired Companies and certain business plan informationBusiness. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, Buyer further agrees that it is familiar with such uncertaintiesnot relying on and has no legal claim predicated on any statements made by Sellers, and accordinglywhether written or oral, that no representation or warranty is made with respect to such estimatesany management presentations (including monthly financial reviews), projections marketing materials, financial projections, forecasts, budgets, or the impact of competition, weather, or other factors affecting historical, actual or projected financial performance relating to the Business. Each of Parent and other forecasts and plansBuyer acknowledges that no current or former stockholder, including director, officer, employee, affiliate or advisor of Sellers or their Affiliates has made or is making any representations, warranties or commitments whatsoever regarding the reasonableness subject matter of this Agreement or the assumptions underlying such estimatesAncillary Agreements, projections and forecastsexpress or implied.

Due Diligence Investigation. (a) Parent and Merger Sub Buyer have had an opportunity to discuss the business, management, operations and finances of the Company Members with its officers, directors, employees, agents, representatives and Affiliates, and has had an opportunity to inspect the facilities of the Company Members. Parent and Buyer have conducted to their respective satisfaction, their own independent investigation of the conditions, operations and business of the Company Members and, in making their respective determination to proceed with the transactions contemplated by this Agreement, Parent and Buyer have relied on the results of their own independent investigation, review and analysis of . In making the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Parent and Merger Sub has Buyer have each relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III Section 3 (and acknowledges that such representations and warranties are the only representations and warranties made by the Company as may be modified by the Disclosure Schedule or the certificate delivered pursuant to Section 10.1(a)) and the representations and warranties of this Agreement (including the related portions Sellers set forth in Section 4 and has not relied, except in the case of US-DOCS\102662145.20 Fraud, upon any other information provided by, for or on behalf of any of the Company Disclosure Schedule) Members, or as expressly set forth their respective agents or representatives, to Parent or Buyer in any Transaction Document; and (ii) none of connection with the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or transactions contemplated by this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has Buyer have each entered into the Transactions transactions contemplated by this Agreement with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired CompaniesCompany Members. (b) In connection with Parent’s and Merger SubBuyer’s investigation of the Acquired CompaniesCompany Members, they Parent and Buyer have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies Company Members and certain business plan information. Each of Parent and Merger Sub acknowledges Buyer each acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is Parent and Buyer are familiar with such uncertaintiesuncertainties and that each Parent and Buyer are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and accordinglyother forecasts and plans so furnished to it, that including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans. Accordingly, no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans, except to the extent such estimates, projections and forecastsother forecasts and plans or underlying assumptions are the direct subject of the representations given in Section 3 and Section 4.

Due Diligence Investigation. (a) Parent Xxxxx has had an opportunity to discuss the business, management, operations and Merger Sub have finances of the Company Group and Blocker with the Representatives and Affiliates of the Company Group and Blocker, and has had an opportunity to inspect the facilities of the Company Group. Buyer acknowledges and agrees that it has conducted their to its satisfaction, its own independent investigation, review and analysis investigation of the business, assets, condition and operations of the Company Group and Blocker and, in making its determination to proceed with the transactions contemplated by this Agreement, Xxxxx has relied on the results of operations, prospects, condition (financial or otherwise) of assets its own independent investigation. Buyer acknowledges and agrees that none of the Acquired CompaniesCompany, any Company Subsidiary, Blocker, any Seller, or any of their respective Affiliates or Representatives has made, and acknowledge that they have been provided adequate access to are not making, any representations or warranties whatsoever regarding the personnel, propertiessubject matter of this Agreement or the business, assets, premises, books condition and records and other documents and data operations of the Acquired Companies Company Group and Blocker, express or implied, except for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Transactions, each of Parent and Merger Sub has relied solely upon its own investigation and the express those representations and warranties of the Company set forth in ARTICLE III of this Agreement (including Company, Blocker and the related portions of the Company Disclosure Schedule) or as Sellers expressly set forth in Section 3, Section 4 and Section 5 (in each case, as qualified by the Disclosure Schedule), or in any Transaction Document; Ancillary Agreement or any Closing Certificate, and (ii) none Buyer is not relying and has not relied on any other representations or warranties whatsoever regarding the subject matter of this Agreement or the business, assets, condition and operations of the Company Equity HoldersGroup and Blocker, the Acquired Companies express or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreementimplied. Buyer acknowledges and agrees that, except as for those representations and warranties of the Company, Blocker and the Sellers expressly set forth in ARTICLE III of this Section 3, Section 4 and Section 5 (in each case, as qualified by the Disclosure Schedule), or in any Ancillary Agreement (including the related portions or any Closing Certificate, none of the Company, any Company Disclosure Schedule) Subsidiary, Blocker, any Seller, or as may expressly be set forth in the Transaction Documents. Each any of Parent and Merger Sub their respective Affiliates or Representatives has entered into the Transactions with the understandingmade or is making any representation or warranty, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, either express or implied, are (i) as to the accuracy or completeness of any of the information heretofore or hereafter delivered, provided or made available by or on behalf of the Company, Blocker or the Sellers to Buyer or any of its Affiliates or its or their respective direct or indirect equityholders or Representatives, or (ii) with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they have received certain any projections, including projected statements of operating revenues and income from operations of the businessforecasts, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation plans or warranty is made with respect to such estimates, projections and other forecasts and plans, including budgets or the reasonableness of the assumptions underlying such projections, forecasts, estimates, projections plans or budgets, including any projections, forecasts, estimates, plans or budgets with respect to or relating to future revenues, expenses or expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Group or Blocker. Notwithstanding anything to the contrary in this Agreement, Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties of the Company, Blocker or the Sellers, except for those representations and forecastswarranties of the Company, Blocker and the Sellers expressly set forth in Section 3, Section 4 and Section 5 (in each case, as qualified by the Disclosure Schedule), or in any Ancillary Agreement or any Closing Certificate.

Due Diligence Investigation. (a) Parent Buyer acknowledges and Merger Sub have conducted their own independent investigation, review and analysis agrees that none of the businessSellers or the Acquired Companies nor any of their respective Affiliates or Representatives has made any representations or warranties regarding the Sellers, results of the Acquired Companies, the Acquired Companies’ business operations, prospects, condition (financial the assets or otherwise) of assets operations of the Acquired Companies’ business, the Purchased Equity Interests or otherwise in connection with the Transactions, other than the representations and acknowledge that they have been provided adequate access to warranties set forth in Article III and Article IV. Without limiting the personnel, properties, assets, premises, books and records and other documents and data generality of the Acquired Companies for such purpose. Each of Parent and Merger Sub foregoing, Buyer acknowledges and agrees that: that no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (i) oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Acquired Companies’ business or the Purchased Equity Interests, is or shall be deemed to be a representation or warranty by any Seller or Acquired Company to Buyer, under this Agreement, or otherwise, and that Buyer has not relied thereon in making its decision determining to enter into execute this Agreement and to consummate proceed with the Transactions, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III of this Agreement Transactions (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be representations and warranties set forth in the Transaction DocumentsArticle III and Article IV). Each of Parent Buyer further acknowledges and Merger Sub has entered into the Transactions with the understanding, acknowledgement agrees that materials it and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired Companies. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired Companies, they its Representatives have received certain projections, including projected statements of operating revenues and income from operations of the businessSellers, the Acquired Companies and certain business plan information. Each of Parent their respective Affiliates or Representatives, including the Broker, include projections, forecasts and Merger Sub acknowledges predictions relating to the Acquired Companies’ business; that there are uncertainties inherent in attempting to make such estimatesprojections, projections and other forecasts and plans, predictions; that it Buyer is familiar with such uncertaintiesuncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions and accordinglyinformation so furnished; that Buyer shall not have any claims against any Seller, any Acquired Company or their respective Affiliates or Representatives, including the Broker, with respect thereto (except in the case of Fraud); and that Buyer has not relied thereon (except as expressly set forth in the representations and warranties set forth in Article III and Article IV). Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV, no Person has been authorized by an Acquired Company or any Seller to make any representation or warranty is regarding any Seller, Acquired Company, the Acquired Companies’ business, the assets or operations of the Acquired Companies, the Purchased Equity Interests or the Transactions and, if made, such representation or warranty may not be relied upon as having been authorized by any Acquired Company or Seller. (b) Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Article III and Article IV, has formed an independent judgment concerning, the Acquired Companies, the Acquired Companies’ business and the Purchased Equity Interests, and (ii) has conducted such investigations of the Acquired Companies, the Acquired Companies’ business and the Purchased Equity Interests as Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the representations and warranties set forth in Article III and Article IV. Buyer further acknowledges and agrees that it will not at any time assert any claim against a Seller or Acquired Company or any of their respective present and former Affiliates or Representatives, including the Broker, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the information furnished by such estimatesPersons concerning any Seller, projections Acquired Company, the Acquired Companies’ business or the Purchased Equity Interests, other than any inaccuracies or misstatements in the representations and warranties set forth in Article III and Article IV (subject to the limitations and expiration set forth in Article IX). (c) Buyer acknowledges that the Purchase Price has been negotiated based upon Buyer’s express agreement that should the Closing occur, Buyer will acquire the Acquired Companies and their businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties set forth in Article III and Article IV. (d) Each Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or Representatives has made any representations or warranties regarding Buyer, Buyer’s business operations, the assets or operations of Buyer’s business or otherwise in connection with the Transactions, other forecasts than the representations and planswarranties set forth in Article V. Each Seller acknowledges that, including except for the reasonableness representations and warranties set forth in Article V, no Person has been authorized by Buyer to make any representation or warranty regarding Buyer, Buyer’s business, the assets or operations of Buyer or the assumptions underlying Transactions and, if made, such estimatesrepresentation or warranty may not be relied upon as having been authorized by Buyer. (e) Each Seller acknowledges and agrees that it (i) has made its own inquiry and investigation into, projections and, based thereon and forecasts.on the representations and warranties set forth in Article V, has formed an independent judgment concerning, Buyer and Buyer’s business, and (ii) has conducted such investigations of Buyer and Buyer’s business as Sellers deem necessary to satisfy itself, and will rely solely on such investigations and inquiries, and the representations and warranties set forth in Article V.

Due Diligence Investigation. (a) Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of assets of the Acquired CompaniesCompany and its Subsidiaries, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books Books and records Records and other documents and data of the Acquired Companies Company and its Subsidiaries for such purpose. Each of Parent and Merger Sub acknowledges and agrees that: (i) in making its decision to enter into this Agreement and the Transaction Documents and to consummate the Transactions, each of Parent and Merger Sub has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE Article III of this Agreement (including the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity HoldersStockholders, the Acquired Companies Company and its Subsidiaries or any other Person has made any representation or warranty as to the Company Equity HoldersStockholders, the Acquired Companies Company and its Subsidiaries or this Agreement, except as expressly set forth in ARTICLE Article III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE Article III of this Agreement (including the related portions of the Company Disclosure Schedule) no representations or warranties, express or implied, are made with respect to future prospects (financial or otherwise) of the Acquired CompaniesCompany and its Subsidiaries. (b) In connection with Parent’s and Merger Sub’s investigation of the Acquired CompaniesCompany and its Subsidiaries, they have received certain projections, including projected statements of operating revenues and income from operations of the business, the Acquired Companies Company and its Subsidiaries and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts.

Due Diligence Investigation. Since the date on which Seller first acquired the Shares, (ai) Parent and Merger Sub have conducted their own independent investigationSeller has had a representative on the Board of Directors of the Company, review and analysis of (ii) Seller has had an opportunity to discuss the business, results of management, operations, prospectscontracts, condition (financial or otherwise) of assets legal matters and finances of the Acquired CompaniesCompany and its Subsidiaries with its officers, directors, employees, agents, representatives and acknowledge that they have Affiliates, (iii) Seller has been provided adequate access furnished by the Company (or the Company has otherwise made available) information, documents and other material relating to the personnelCompany and its Subsidiaries, propertiesand, assetsas applicable, premisesthe Company’s and its Subsidiaries’ business, books management, operations, contracts, legal matters and records finances, that Seller has requested and other documents (iv) the Company (including without limitation its directors and data officers and Persons acting on the Company’s and Buyer’s behalf) and Buyer have answered to Seller’s satisfaction all questions posed by Seller concerning the terms and conditions of the Acquired Companies for such purposetransactions contemplated by this Agreement. Each of Parent and Merger Sub acknowledges and agrees that: (i) in In making its decision to enter into execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, each of Parent and Merger Sub Seller has relied solely upon its own investigation detailed knowledge of the business, management, operations, legal matters, finances and the express representations and warranties future prospects of the Company set forth in ARTICLE III of this Agreement (including and its Subsidiaries and expressly acknowledges and agrees that the related portions of the Company Disclosure Schedule) or as expressly set forth in any Transaction Document; and (ii) none of the Company Equity Holders, the Acquired Companies or any other Person has made any representation or warranty as to the Company Equity Holders, the Acquired Companies or this Agreement, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) or as may expressly be set forth in the Transaction Documents. Each of Parent and Merger Sub has entered into the Transactions with the understanding, acknowledgement and agreement that except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Company Disclosure Schedule) Buyer is making no representations or warranties, express or implied, are made with respect as to future prospects (financial or otherwise) the value of the Acquired Companies. (b) In connection with ParentCompany, its Subsidiaries or the Shares, the Company’s or its Subsidiaries’ prospects or future performance, or any other aspect of the business of the Company and Merger Sub’s its Subsidiaries. Seller is experienced, sophisticated and knowledgeable in the trading in securities and debt obligations of private and public companies. Seller has made such investigation of the Acquired Companies, they have received certain projectionsCompany and its Subsidiaries as it deemed appropriate to evaluate the merits and risks of the transactions contemplated by this Agreement. Seller acknowledges that Buyer is relying on the representations set forth in this Agreement, including projected statements this Section 2.5, in engaging in the transactions contemplated hereby and would not engage in the transactions in the absence of operating revenues and income from operations of the business, the Acquired Companies and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that it is familiar with such uncertainties, and accordingly, that no representation or warranty is made with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecaststhese representations.