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

Independent Investigation; Disclaimer of Reliance. The Seller Parties have conducted their own independent investigation, review, and analysis of Greenbrook, the Greenbrook Shares and the Greenbrook 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 Greenbrook Companies for such purpose. The 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 Seller Parties, and the consummation by the Seller Parties of the Contemplated Transactions, the Seller Parties have relied solely upon their own investigation and the express representations and warranties of the Purchaser and Greenbrook set forth in Article IV, and the certificates to be delivered by the Purchaser and Greenbrook pursuant to Section 7.3 of this Agreement, no Seller Party has relied, and neither will it rely, on any other representation or warranty, (b) neither Greenbrook, Purchaser, nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Purchaser, Greenbrook or any of their Subsidiaries, including any representation or warranty as to the accuracy or completeness of any information regarding any Greenbrook Company or its business, results of operations, prospects, condition (financial or otherwise), assets, or liabilities furnished or made available to the 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 Greenbrook Companies and their respective businesses, or the future business, operations, or affairs of the Greenbrook Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article IV, and (c) no Greenbrook Company nor any other Person acting on behalf of any of them has or shall have any liability to the 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 Greenbrook Companies or their future business, operations, or affairs, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article IV.

Independent Investigation; Disclaimer of Reliance. The Seller Parties Purchaser and Greenbrook have conducted their own independent investigation, review, and analysis of Greenbrookthe Success Subject Companies, the Greenbrook Shares Equity Interests, and the Greenbrook Companies and their respective businessesBusiness, 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 Greenbrook Success Subject Companies for such purpose. The Seller Parties 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 Seller PartiesPurchaser and Greenbrook, and the consummation by the Seller Parties Purchaser and Greenbrook of the Contemplated Transactions, the Seller Parties Purchaser and Greenbrook have relied solely upon their own investigation and the express representations and warranties of the Purchaser and Greenbrook Seller Parties set forth in Article IVII and Article III, and the certificates to be delivered by the Purchaser and Greenbrook Seller Parties pursuant to Section 7.3 7.2(i) of this Agreement, no Seller Party neither the Purchaser nor Greenbrook has relied, and neither will it rely, on any other representation or warranty, (b) neither Greenbrook, Purchasernone of the Seller Parties, 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 Purchaser, Greenbrook Seller Parties or any of their Subsidiariesthe Success Subject Companies, including any representation or warranty as to the accuracy or completeness of any information regarding any Greenbrook Company Seller Party or its 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 Seller Parties 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 Greenbrook Success Subject Companies and their respective businesses, or the future business, operations, or affairs of the Greenbrook Success Subject Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article IVII and Article III, and (c) no Greenbrook Company neither the Seller Parties, nor any other Person acting on their behalf of any of them has or shall have any liability to the Seller Parties 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 Greenbrook Success Subject Companies or their the future business, operations, or affairsaffairs 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 IVII and Article III.