Common use of Independent Investigation; Disclaimer of Reliance Clause in Contracts

Independent Investigation; Disclaimer of Reliance. The Purchaser and Greenbrook have conducted their own independent investigation, review, and analysis of the Success Subject Companies, the Equity Interests, and the Business, and acknowledge (for themselves and on behalf of their Affiliates and Representatives) that they have been provided adequate access to the personnel, premises and properties, assets, books and records, and other documents and data of the Success Subject Companies for such purpose. The Purchaser and Greenbrook acknowledge and agree that (a) in making their decision to enter into this Agreement and each other agreement, document or instrument to be executed and delivered by the Purchaser and Greenbrook, and the consummation by the Purchaser and Greenbrook of the Contemplated Transactions, the Purchaser and Greenbrook have relied solely upon their own investigation and the express representations and warranties of the Seller Parties set forth in Article II and Article III, and the certificates to be delivered by the Seller Parties pursuant to Section 7.2(i) of this Agreement, neither the Purchaser nor Greenbrook has relied, and neither will rely, on any other representation or warranty, (b) none of the Seller Parties, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Seller Parties or the Success Subject Companies, including any representation or warranty as to the accuracy or completeness of any information regarding any Seller Party or the Success Subject Companies, or the business, results of operations, prospects, condition (financial or otherwise), assets, or liabilities of the Success Subject Companies furnished or made available to the Purchaser, Greenbrook or any of their Representatives, or as to the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Success Subject Companies or the future business, operations, or affairs of the Success Subject Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article II and Article III, and (c) neither the Seller Parties, nor any other Person acting on their behalf has any liability to the Purchaser, Greenbrook or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Success Subject Companies or the future business, operations, or affairs of the Success Subject Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article II and Article III.

Independent Investigation; Disclaimer of Reliance. The Purchaser and Greenbrook Seller Parties have conducted their own independent investigation, review, and analysis of the Success Subject CompaniesGreenbrook, the Equity Interests, Greenbrook Shares and the BusinessGreenbrook Companies and their respective businesses, and acknowledge (for themselves and on behalf of their Affiliates and Representatives) that they have been provided adequate access to the personnel, premises and properties, assets, books and records, and other documents and data of the Success Subject Greenbrook Companies for such purpose. The Purchaser and Greenbrook Seller Parties acknowledge and agree that (a) in making their decision to enter into this Agreement and each other agreement, document or instrument to be executed and delivered by the Purchaser and GreenbrookSeller Parties, and the consummation by the Purchaser and Greenbrook Seller Parties of the Contemplated Transactions, the Purchaser and Greenbrook Seller Parties have relied solely upon their own investigation and the express representations and warranties of the Seller Parties Purchaser and Greenbrook set forth in Article II and Article IIIIV, and the certificates to be delivered by the Seller Parties Purchaser and Greenbrook pursuant to Section 7.2(i) 7.3 of this Agreement, neither the Purchaser nor Greenbrook no Seller Party has relied, and neither will it rely, on any other representation or warranty, (b) none of the Seller Partiesneither Greenbrook, Purchaser, nor any other Person, Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Seller Parties Purchaser, Greenbrook or the Success Subject Companiesany of their Subsidiaries, including any representation or warranty as to the accuracy or completeness of any information regarding any Seller Party Greenbrook Company or the Success Subject Companies, or the its business, results of operations, prospects, condition (financial or otherwise), assets, or liabilities of the Success Subject Companies furnished or made available to the Purchaser, Greenbrook Seller Parties or any of their Representatives, or as to the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Success Subject Greenbrook Companies and their respective businesses, or the future business, operations, or affairs of the Success Subject Greenbrook Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article II and Article IIIIV, and (c) neither the Seller Parties, no Greenbrook Company nor any other Person acting on their behalf of any of them has or shall have any liability to the Purchaser, Greenbrook Seller Parties or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Success Subject Greenbrook Companies or the their future business, operations, or affairs of the Success Subject Companiesaffairs, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article II and Article IIIIV.