Common use of Independent Investigation; No Other Representations and Warranties Clause in Contracts

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon its own independent investigation, review and analysis, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management or any other person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management or the Business, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies and expressly disclaimsthe Business. Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Companies and the Business for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management any Acquired Company or the Business, Business except for the representations and warranties expressly set forth in Article 43 of this Agreement or in the certificate contemplated by Section 7.2(d) or in any Ancillary Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 43 of this Agreement or in in the certificate contemplated by Section 7.2(d), subject to any limitations included in this Agreement, neither none of Seller, any of its affiliates, Alliance Management Acquired Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the BusinessAcquired Companies, the Acquired Assets Business or the Assumed Liabilitiestheir respective rights, properties, assets, liabilities or otherwise, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Acquired Companies or the Business following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Acquired Companies or the Business made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the Acquired Companies and the Business (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies or the Business), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management Acquired Company or the Business, including in any information regarding the Acquired Companies or the Business made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of the Acquired Companies and the Business (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies or the Business and any information disclosed in any Data Room), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 3 of this Agreement and in this Agreementthe certificate contemplated by Section 7.2(d).

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Purchased Assets, the Assumed Liabilities and the Business and its operations, assets, condition (financial or otherwise) and prospects prospects. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, has not relied on properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except the Purchased Assets or the Assumed Liabilities for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreementsother Transaction Documents, and the consummation of the transactions contemplated hereby Transactions. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and therebyanalysis and has not relied on and is not relying on any representation, warranty, opinion, projection, forecast, statement, memorandum, presentation, advice, information or other statement made or provided by, on behalf of or relating to Seller, Seller’s Affiliates or the Business except for the representations and warranties expressly set forth in Article V (as modified by the Seller Disclosure Schedules) and in the Closing Documents. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4V and in the Closing Documents, subject to any limitations included in this Agreement, neither none of Seller, any of its affiliates, Alliance Management Seller’s Affiliates or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Purchased Assets or the Assumed Liabilities, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business following the Closing, Closing or (C) the accuracy or completeness of any information (including any projections or forecasts) regarding the Business made available to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will shall have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty warranty, opinion, projection, forecast, statement, memorandum, presentation, advice, information or other statement made or provided by, on behalf of or relating to Seller, any of its affiliatesSeller’s Affiliates, Alliance Management the Purchased Assets, the Assumed Liabilities or the Business, including in any materials, documentation or other information regarding the Business made available to Buyer or any of its Representatives in connection with this Agreement or their investigation of the Business (including information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included V (as modified by the Seller Disclosure Schedules) and in the Closing Documents and the rights of Buyer expressly set forth in this AgreementAgreement in respect of such representations and warranties. (c) EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VI AND IN THE CLOSING DOCUMENTS, NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY BUYER OR ANY OF ITS AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS, AND BUYER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY BUYER, ANY AFFILIATE OF BUYER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY BUYER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VI AND IN THE CLOSING DOCUMENTS, BUYER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE SELLER PARTIES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, BROKER, BANKER, CONSULTANT OR REPRESENTATIVE OF BUYER OR ANY OF ITS AFFILIATES). IN ENTERING INTO THIS AGREEMENT, SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT, REPRESENTATION OR WARRANTY, INCLUDING THOSE WHICH MAY BE CONTAINED IN ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, OR SIMILAR MATERIALS CONTAINING INFORMATION REGARDING BUYER, OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VI AND IN THE CLOSING DOCUMENTS. (d) NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 6.11 SHALL LIMIT OR RESTRICT, OR BE USED AS A DEFENSE AGAINST, SELLER’S RECOURSE AGAINST BUYER OR OPERATE AS A RELEASE OF BUYER IN RESPECT OF FRAUD (AS DEFINED HEREIN) BY BUYER RELATING TO ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE VI OR IN THE CLOSING DOCUMENTS.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it Seller has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of Buyer. In entering into this Agreement, Seller acknowledges that it has relied solely upon its own investigation, review and expressly disclaims, analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the BusinessBuyer, except for the representations and warranties expressly set forth in Article 44 of this Agreement or in the certificate contemplated by Section 7.3(c) or in any Ancillary Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer Seller acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 4 of this Agreement or in this Agreementthe certificate contemplated by Section 7.3(c), neither Seller, any of its affiliates, Alliance Management or Buyer nor any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the BusinessBuyer or its rights properties, the Acquired Assets assets, liabilities or the Assumed Liabilitiesotherwise, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Buyer following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Buyer made available or otherwise provided to Buyer Seller and its representatives Representatives in connection with this Agreement or their investigation of the BusinessBuyer (including any estimates, forecasts, budgets, projections or other financial information with respect to Buyer), and (ii) Buyer Seller will have no right or remedy (and Seller and Alliance Management Buyer will have no liability whatsoever) arising out of, and Buyer Seller expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerBuyer, including in any information regarding Buyer made available or otherwise provided to Seller and its Representatives in connection with this Agreement or their investigation of its affiliatesBuyer (including any estimates, Alliance Management forecasts, budgets, projections or the Businessother financial information with respect Buyer and any information disclosed in any Data Room), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in 4 of this AgreementAgreement and the certificate contemplated by Section 7.3(c).

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Company and expressly disclaimsthe Business in connection with the subject matter of this Agreement. Buyer acknowledges that it and certain of its Representatives have been provided adequate (in light of the facts then-known) access to the personnel, properties, premises, records and other documents and information of and relating to the Company and the Business for such purpose. In entering into this Agreement, Buyer acknowledges that (i) it has relied solely upon its own investigation, review and analysis and (ii) it has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, by or on behalf of Seller or relating to Seller, its affiliates, Alliance Management or the BusinessCompany in connection with the subject matter of this Agreement, in each case, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation 3 of this Agreement and the any Ancillary Agreements, and the consummation of the transactions contemplated hereby and therebyAgreement. (b) Buyer acknowledges and agrees that (i) that, other than the representations and warranties expressly set forth in Article 4, subject to 3 of this Agreement and any limitations included in this Ancillary Agreement, neither (i) none of the Seller, any of its affiliates, Alliance Management the Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, Company and the Acquired Assets or Business in connection with the Assumed Liabilitiessubject matter of this Agreement, including any such representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Company or the Business following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Company or the Business made available or otherwise provided to Buyer and its representatives Representatives in connection with the subject matter of this Agreement or their investigation of the Company or the Business in connection therewith (including any such estimates, forecasts, budgets, projections or other financial information with respect to the Company or the Business), and (ii) Buyer will have no right or remedy (and against Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, by or on behalf of or relating to Sellerthe Company and the Business in connection with the subject matter of this Agreement, including in any information regarding the Company made available or otherwise provided to Buyer and its Representatives in connection with the subject matter of its affiliates, Alliance Management this Agreement or their investigation of the Company or the BusinessBusiness in connection therewith (including any estimates, forecasts, budgets, projections or other financial information with respect to the Company), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, subject to any limitations included nothing in this Section 4.8 shall (or shall be deemed to) limit or diminish (i) the scope or accuracy of the representations and warranties set forth in this Agreement or any Ancillary Agreement, (ii) Buyer’s or any other Person’s rights of recovery or otherwise under the R&W Insurance Policy or (iii) any Buyer’s rights of recovery or otherwise in the event of Fraud.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, regarding the Business Target Group and its operations, assets, condition (financial or otherwise) and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementprospects. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreementsother Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and hereby expressly waives any reliance upon any representation, warranty or other statement made by, on behalf of or relating to Seller or Seller’s Affiliates, or any omissions therefrom, except for the representations and warranties expressly set forth in ‎Article III and ‎Article IV (and, with respect to such representations and warranties, subject to any limitations included in this Agreement) and Seller acknowledges that Buyer is relying on such representations and warranties in determining to enter into this Agreement. (b) Buyer acknowledges and agrees that (i) the representations and warranties expressly set forth in ‎Article III and ‎Article IV are and shall constitute the sole and exclusive representations and warranties made with respect to the Target Group in connection with this Agreement or the transactions contemplated hereby and other than the representations and warranties expressly set forth in Article 4‎Article III and ‎Article IV, subject to any limitations included in this Agreement, neither none of Seller, any of its affiliates, Alliance Management Seller’s Affiliates or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed LiabilitiesTarget Group, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business Target Group following the Closing, or (C) the accuracy or completeness of any information regarding the Business Target Group made available to Buyer and its representatives Authorized Representatives in connection with this Agreement or their investigation of the BusinessTarget Group (including any estimates, projections, business plans, budgets or other forward-looking information provided by Seller, any of its Affiliates or any of their Authorized Representatives, which shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in ‎Article III and ‎Article IV), (D) the consequences to the Target Group of not benefitting, after the Closing, from Overhead and Shared Services, and the Intragroup Agreements and, after the termination of Seller’s obligation to provide any services under the Transaction Documents, from such services, (E) the capability or cost of alternative providers of Overhead and Shared Services (including information technology service providers) or the goods or services obtained via Intracompany Contracts or (F) the ability of Buyer to successfully and timely complete any migration off of Seller’s or its Affiliates’ information technology systems and data, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability Liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller or any of Seller’s Affiliates, including in any materials, documentation or other information regarding the Target Group made available to Buyer or any of its affiliatesAuthorized Representatives in connection with this Agreement or their investigation of the Target Group (including information memoranda, Alliance Management data room materials, projections, estimates, management presentations, budgets and financial data and reports), or the Businessany errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4‎Article III and ‎Article IV and the rights of Buyer expressly set forth in this Agreement in respect of such representations and warranties. (c) Seller has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding Buyer and its operations, assets, condition (financial or otherwise) and prospects. Seller has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, Seller acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and hereby expressly waives any reliance upon any representation, warranty or other statement made by, on behalf of or relating to Buyer or Buyer’s Affiliates, or any omissions therefrom, except for the representations and warranties expressly set forth in ‎Article V (and, with respect to such representations and warranties, subject to any limitations included in this Agreement) and Buyer acknowledges that Seller is relying on such representations and warranties in determining to enter into this Agreement. (d) Seller acknowledges and agrees that (i) the representations and warranties expressly set forth in ‎Article V are and shall constitute the sole and exclusive representations and warranties made with respect to Buyer and its Subsidiaries in connection with this Agreement or the transactions contemplated hereby and other than the representations and warranties expressly set forth in ‎Article V, none of Buyer, any of Buyer’s Affiliates or any other Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to Buyer and its Subsidiaries, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation or probable success or profitability of Buyer and its Subsidiaries following the Closing, including any synergies related to the acquisition of the Target Group or (C) the accuracy or completeness of any information regarding Buyer and its Subsidiaries made available to Seller and its Authorized Representatives in connection with this Agreement or their investigation of Buyer and its Subsidiaries (including any estimates, projections, business plans, budgets or other forward-looking information provided by Buyer, any of its Affiliates or any of their Authorized Representatives, which shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in ‎Article V), and (ii) Seller will have no right or remedy (and Buyer will have no Liability whatsoever) arising out of, and Seller expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Buyer or any of Buyer’s Affiliates, including in any materials, documentation or other information regarding the Buyer and its Subsidiaries made available to Seller or any of its Authorized Representatives in connection with this Agreement or their investigation of Buyer and its Subsidiaries (including information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in ‎Article V and the rights of Seller expressly set forth in this Agreement in respect of such representations and warranties.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its Liabilities, operations, assets, condition (financial or otherwise) and prospects prospects. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, has not relied on properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except Business for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreementsother Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement made by, on behalf of or relating to Seller, any Seller Affiliates, the Business or Amnis except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents (and, with respect to such representations and warranties, subject to any limitations included in this Agreement and such other Transaction Documents). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4this Agreement or in another Transaction Document (if any), subject to any limitations included in this Agreement, neither none of Seller, any of its affiliates, Alliance Management Seller Affiliates or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or Purchased Assets, the Assumed LiabilitiesLiabilities or Amnis, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business following the Closing, or (C) the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the Business, or (D) the ability of Buyer to successfully and timely complete any migration off of Seller’s information technology systems and data, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability Liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management Seller Affiliates or the Business, including in any materials, documentation or other information regarding the Business made available to Buyer or any of its Representatives in connection with this Agreement or their investigation of the Business (including information memoranda, data room materials, projections, estimates, management presentations, expert sessions, site visits, Q&A process, budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included this Agreement or in another Transaction Document (if any) and the rights of Buyer expressly set forth in this AgreementAgreement in respect of such representations and warranties. (c) As of the Agreement Date, Buyer has no actual knowledge that any representation or warranty of Seller in this Agreement is not true and correct in all material respects, nor any knowledge of any material errors in, or material omissions from, the Schedules. Neither actual knowledge nor the lack of actual knowledge will be imputed to Buyer merely because Seller or its Affiliates have placed an item in the electronic data room created for this transaction. For purposes of this provision, “knowledge” means the actual knowledge of Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxxx, together with such knowledge as might be obtained from a review of the representations and warranties of this Agreement and reasonable inquiry by such persons of their direct reports.

Independent Investigation; No Other Representations and Warranties. (a) Buyer The Purchaser has conducted its own independent investigation, review and analysis of the businesses, operations, results of operation, financial condition and properties and other assets of the Target Companies. The Purchaser acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own independent investigation, review investigation and analysis, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for upon the representations and warranties of the Company and the Sellers expressly set forth in Article 4Articles II and III; provided, subject to that this disclaimer of reliance shall not be deemed a waiver of or in any limitations included in this Agreement. Buyer has been represented byway impair, and had the assistance ofshall not apply, counsel in the conduct case of its due diligence, Excluded Fraud. The Purchaser acknowledges that any announcement by Sellers of their intention to sell the preparation and negotiation Shares (as well as the execution of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby hereby) might affect one or more of the customer relationships of the Company, and thereby. (b) Buyer acknowledges that any such effects which clearly and agrees that (i) other than demonstrably result from such announcement, do not and will not constitute a breach of any of the Company’s representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management or any other person has made or makes any representation or warranty, written or oralwhatsoever, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management or the Business, other than the representations and warranties beyond those expressly set forth in Article 4Articles II and III and in the other Seller Documents. THE PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, subject to any limitations included in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS SET FORTH IN ARTICLE II AND ARTICLE III, RESPECTIVELY, AND IN THE OTHER SELLER DOCUMENTS, NONE OF THE COMPANY, THE SELLERS OR ANY OTHER PERSON (INCLUDING, ANY SHAREHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND THE PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE TARGET COMPANIES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects condition. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided such access to the personnel, has not relied on properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except Business as it has requested for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer Xxxxx has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary AgreementsDocuments, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and hereby expressly waives any reliance upon any representation or warranty made by, on behalf of or relating to Seller, Seller’s Affiliates or the Business, or any omissions therefrom, except for the representations and warranties expressly set forth in Article II (and, with respect to such representations and warranties, subject to any limitations included in this Agreement). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4II or in any Ancillary Document, subject to any limitations included in this Agreement, neither none of Seller, any of its affiliates, Alliance Management Seller’s Affiliates or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or and the Assumed Liabilities, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business following the Closing, or (C) the accuracy or completeness of any information regarding consequences to the Business made available of not benefitting, after the Closing, from Overhead and Shared Services and, after the termination of Seller’s obligation to provide any services under the Transition Services Agreement, from such services, (D) the capability or cost of alternative providers of Overhead and Shared Services (including information technology service providers) or (E) the ability of Buyer to successfully and its representatives in connection with this Agreement or their investigation timely complete any migration off of the Businessservices to be provided pursuant to the Transition Services Agreement, and (ii) Buyer will not have no any right or remedy (and Seller and Alliance Management will have no liability Liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management Seller’s Affiliates or the Business, including in any materials, documentation or other information regarding the Business made available to Buyer or any of its Representatives in connection with this Agreement or their investigation of the Business (including information memoranda, VDR materials, projections, estimates, management presentations, budgets and financial data and reports), or any errors therein or omissions therefrom, other than for Fraud and the representations and warranties expressly set forth in Article 4, subject to II or in any limitations included in this AgreementAncillary Document.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Business and expressly disclaimsthe Companies. Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Business and the Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller, its affiliates, Alliance Management the Business or the Business, any Company except for the representations and warranties expressly set forth in Article 43 of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer acknowledges and agrees that that: (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in 3 of this Agreement, neither Sellernone of Sellers, any of its affiliates, Alliance Management Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets Business or the Assumed LiabilitiesCompanies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business or the Companies following the Closing, or (C) the accuracy or completeness of any information regarding the Business or the Companies made available to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessBusiness or the Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Business or the Companies); (ii) all personal property and all buildings, fixtures and appurtenances to any Leased Real Property, Owned Real Property and the Monterrey Property will be made on an “as is,” “where is,” and “with all faults” basis, subject to further wear and tear; and (iiiii) Buyer will have no right or remedy (and no Seller and Alliance Management will have no any liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller, any of its affiliatesBusiness or any Company, Alliance Management including in any information regarding the Business or the BusinessCompanies made available to Buyer and its Representatives in connection with this Agreement or their investigation of the Business or the Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Business or the Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in 3 of this Agreement.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Group Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management Seller or the Business, any Acquired Group Company except for the representations and warranties expressly set forth in Article 43 of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, ) and had the assistance of, counsel representations and warranties set forth in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 43 of this Agreement and the representations and warranties set forth in the Ancillary Agreements, subject to any limitations included in this Agreement, neither none of the Seller, any of its affiliates, Alliance Management Acquired Group Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, subject matter of this Agreement or any Ancillary Agreement or the Acquired Assets or the Assumed LiabilitiesGroup Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Acquired Group Companies made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Group Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Group Companies), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability Liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSeller or any Acquired Group Company, including in any information regarding the Acquired Group Companies made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of its affiliatesthe Acquired Companies (including any estimates, Alliance Management forecasts, budgets, projections or other financial information with respect to the BusinessAcquired Group Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 3 of this Agreement and the representations and warranties set forth in the Ancillary Agreements. Nothing in this AgreementSection 4.7 shall prevent Buyer from making a claim with respect to Fraud.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it The Purchaser has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects prospects. The Purchaser and expressly disclaimsits Representatives have been provided with access to the personnel, has not relied on properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except Business for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer The Purchaser has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement made by, on behalf of or relating to the Seller, the Seller’s Representatives or the Business except for the representations and warranties expressly set forth in ‎Article III (and, with respect to such representations and warranties, subject to any limitations expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and in any Ancillary Agreement. (b) Buyer The Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly set forth made by the Seller in Article 4III (and, with respect to such representations and warranties, subject to any limitations included expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and the representations and warranties expressly made by the Seller in any Ancillary Agreement, neither none of the Seller, any of its affiliates, Alliance Management the Seller’s Representatives or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets Purchased Assets, the Equity Interests or the Assumed Liabilities, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business following the Closing, or (C) the accuracy or completeness of any information regarding the Business made available to Buyer the Purchaser and its representatives Representatives in connection with this Agreement or their investigation of the Business, (D) the ability of the Purchaser to successfully and timely complete any migration off the Seller’s or its Affiliates’ information technology systems and data, and (ii) Buyer except in the case of Fraud or in respect of the Purchaser’s rights against any insurer under any R&W Insurance Policy, the Purchaser will have no right or remedy (and Seller and Alliance Management none of the Seller, the Seller’s Representatives or any other Person will have no liability any Liability whatsoever) arising out of, and Buyer the Purchaser expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to the Seller, any of its affiliates, Alliance Management the Seller’s Representatives or the Business, including in any materials, documentation or other information regarding the Business made available to the Purchaser or any of its Representatives in connection with this Agreement or their investigation of the Business (including the Confidential Information Memorandum, dated June 2019, and any other information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4‎Article III (and, with respect to such representations and warranties, subject to any limitations included expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and the representations and warranties expressly made by the Seller in any Ancillary Agreement, and the rights of the Purchaser expressly set forth in this Agreement or any such Ancillary Agreement, as applicable, in respect of such representations and warranties.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon its Company and the Equityholders have conducted their own independent investigation, review and analysisanalysis of the business, and reached its own independent conclusions regarding, the Business and its results of operations, assetsprospects, condition (financial or otherwise) or assets of Parent, Merger Sub and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented byMerger Sub II, and had acknowledge that they have been provided adequate access to the assistance ofpersonnel, counsel properties, assets, premises, books and records, and other documents and data of Parent, Merger Sub and Merger Sub II for such purpose. Company and the Equityholders acknowledge and agree that (a) in the conduct of making its due diligence, the preparation and negotiation of decision to enter into this Agreement and the Ancillary Agreements, any Additional Agreements and the consummation of to consummate the transactions contemplated hereby and thereby. , Company and the Equityholders have relied solely upon their own investigation and the express representations and warranties set forth in Article IV of this Agreement (including the related portions of the Parent Disclosure Schedule) and in the Additional Agreements and (b) Buyer specifically disclaim that it, he or she is relying upon or has relied upon any other representations or warranties that may have been made by Parent, Merger Sub, Merger Sub II or any other Person, and acknowledges and agrees that (i) Parent has specifically disclaimed and does hereby specifically disclaim any such other than the representations and warranties representation made by Parent, Merger Sub, Merger Sub II or any other Person, except as expressly set forth in Article 4IV of this Agreement (including the related portions of the Parent Disclosure Schedule) or in any Additional Agreements. Notwithstanding the foregoing, subject to any limitations included nothing in this AgreementSection 3.26 shall limit the remedies available to Parent, neither SellerMerger Sub, and Merger Sub II in the event of Fraud. Except for the representations and warranties of the Company contained in this Article III (including the related portions of the Company Disclosure Schedule) or in any of its affiliatesAdditional Agreement to which the Company is a party, Alliance Management or the Company has not made and does not make any other person has made express or makes any implied representation or warranty, either written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management or the Business, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this AgreementCompany.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management Sellers or the Business, any Acquired Company except for the representations and warranties expressly set forth in Article 43 or in the certificate contemplated by Section 7.2(d) (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer acknowledges and agrees that that: (i) other than the representations and warranties expressly set forth in Article 43, subject to any limitations included in this Agreement, neither Sellernone of Sellers, any of its affiliates, Alliance Management Acquired Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed LiabilitiesCompanies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies following the Closing, or (C) the accuracy or completeness of any information regarding the Business Acquired Companies made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies); and (ii) Buyer will shall have no right or remedy (and Seller and Alliance Management will Sellers shall have no liability Liability whatsoever) arising out of, and Buyer Xxxxx expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of its affiliatesthe Acquired Companies (including any estimates, Alliance Management forecasts, budgets, projections or other financial information with respect to the BusinessAcquired Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement3.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Acquired Companies, the Business and its their respective operations, assets, condition (financial or otherwise) and prospects prospects. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided full access, has not relied on to the extent requested or desired, to the personnel, properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Sellerthe any Acquired Company, its affiliates, Alliance Management or the Business, except the Additional Acquired Assets or the Assumed Liabilities for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Sellers, Sellers’ Affiliates or the Business, except for the representations and warranties expressly set forth in Article 3 of this Agreement or in the certificate contemplated by Section 7.2(d) (and, with respect to such representations and warranties, subject to any limitations included in this Agreement). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in 3 of this Agreement, neither Sellernone of Sellers, any of its affiliates, Alliance Management Sellers’ Affiliates or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Acquired Companies, Business, the Additional Acquired Assets or the Assumed Liabilities, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operationcapability or cost of alternative providers of Overhead and Shared Services (including information technology service providers) or the goods or services obtained via Intercompany Agreements, financial performance, (C) the operation or probable success or profitability of the Business following the Closing, or (D) the accuracy or completeness of any information regarding the Business Acquired Companies, the Business, the Additional Acquired Assets or the Assumed Liabilities made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the Acquired Companies, the Business, the Additional Acquired Assets or the Assumed Liabilities (including any estimates, forecasts, budgets, projections or other financial information with respect thereto), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management Sellers will have no liability Liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSellers, any of its affiliatesSellers’ Affiliates, Alliance Management the Acquired Companies, the Business, the Additional Acquired Assets or the Assumed Liabilities, including in any information regarding the Acquired Companies, the Business, the Additional Acquired Assets or the Assumed Liabilities made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of the Acquired Companies, the Business, the Additional Acquired Assets or the Assumed Liabilities (including any estimates, forecasts, budgets, projections or other financial information with respect thereto), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 3 of this Agreement or in this Agreementthe certificate contemplated by Section 7.2(d).

Independent Investigation; No Other Representations and Warranties. (a) The Buyer acknowledges that it has relied solely upon its Parties have conducted their own independent investigation, review and analysisanalysis of, and reached its their own independent conclusions regarding, the Business Business, the Transferred Group Companies and its their respective operations, assets, condition (financial or otherwise) and prospects prospects. Each Buyer Party acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, has not relied on and is not relying on any representationproperties, warrantypremises, records, financial budget, financial projection or data and other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except Business and the Transferred Group Companies for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. The Buyer has Parties have been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, each Buyer Party acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and hereby expressly waives any reliance on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller Party, any of the Seller Parties’ Affiliates, the Transferred Group Companies or the Business except for the representations and warranties expressly set forth in Article 3 of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement) or in any Ancillary Agreement. (b) Each Buyer Party acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to 3 of this Agreement or in any limitations included in this Ancillary Agreement, neither Sellernone of the Seller Parties, any of its affiliates, Alliance Management the Seller Parties’ Affiliates or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Transferred Group Companies, the Transferred Assets or the Assumed Liabilities, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business or the Transferred Group Companies following the Closing, or (C) the accuracy or completeness of any information regarding the Business and the Transferred Group Companies made available to the Buyer Parties and its representatives Representatives in connection with this Agreement or their investigation of the Business (including any estimates, forecasts, budgets, projections or other financial information with respect to the Business), or (D) the consequences to the Business or the Transferred Group Companies of not benefitting, after the Closing, from Overhead and Shared Services after the termination of Seller’s obligation to provide any services under the Ancillary Agreements, from such services, (ii) except as expressly provided in this Agreement or in any Ancillary Agreement, the Transferred Assets and the Transferred Equity Securities are conveyed “as is”, “where is” with all faults as of the Closing Date and (iii) except for in respect of (x) the representations and warranties expressly set forth in Article 3 of this Agreement or in any Ancillary Agreement, (y) rights to indemnification under Article 10 or (z) Fraud, the Buyer Parties will have no right or remedy (and Seller and Alliance Management will have no liability Liability whatsoever) arising out of, and each Buyer Party expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Sellerthe Seller Parties, any of its affiliatesthe Seller Parties’ Affiliates, Alliance Management the Transferred Group Companies or the Business, including in any materials, documentation or other than information regarding the representations Transferred Group Companies and warranties expressly set forth the Business made available to the Buyer Parties and its Representatives in Article 4connection with this Agreement or their investigation of the Transferred Group Companies and the Business (including any estimates, subject forecasts, budgets, projections or other financial information with respect to the Business), or any limitations included in this Agreementerrors therein or omissions therefrom.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of the business, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies and expressly disclaimsthe JV. Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Companies or the JV for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement made by, on behalf of or relating to SellerSellers, its affiliates, Alliance Management any Acquired Company or the Business, JV except for the representations and warranties expressly set forth in Article 43 of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in 3 of this Agreement, neither Sellernone of Sellers, any of its affiliatesAcquired Company, Alliance Management the JV or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the BusinessAcquired Companies, the Acquired Assets or the Assumed Liabilities, JV including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies or the JV following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Acquired Companies made available to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Companies, and (ii) Buyer it will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to SellerSellers, any of its affiliatesAcquired Company, Alliance Management or the BusinessJV including in any information regarding the Acquired Companies or the JV made available to Buyer and its Representatives in connection with this Agreement or their investigation of the Acquired Companies and the JV, or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 43 of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement).

Independent Investigation; No Other Representations and Warranties. (a) Buyer Each of the Parent and Merger Sub acknowledges that and agrees that: (i) it has relied solely upon made its own inquiry and investigation into, and, based thereon, has formed an independent investigationjudgment concerning, review the Company and analysisits businesses and operations; and (ii) with respect to any projections and other forecasts for the Company and certain estimates, plans and budget information received by it, there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets, and reached its Parent and Merger Sub are taking full responsibility for making their own independent conclusions regardingevaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Representatives. Without limiting the generality of the foregoing, the Business and its operations, assets, condition (financial Indemnitees will have no claim or right to recovery pursuant to Article 10 or otherwise) , and prospects and expressly disclaims, has not relied on and is not relying on none of the Indemnitors or any representation, warranty, financial budget, financial projection other person shall have or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, be subject to any limitations included in this Agreement. Buyer has been represented byliability to the Indemnitees or any other Person, and had the assistance ofwith respect to any projections, counsel in the conduct forecasts, estimates, plans or budgets of its due diligencefuture revenue, the preparation and negotiation expenses or expenditures, future results of this Agreement and the Ancillary Agreementsoperations, and the consummation future cash flows or future financial condition of the transactions contemplated hereby and therebyCompany or the future business, operations or affairs of the Company. (b) Buyer The parties hereto acknowledge and agree that the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule) and any certificate required to be delivered by the Company pursuant to this Agreement constitute the sole and exclusive representations and warranties made by or on behalf of the Company in connection with the transactions contemplated by this Agreement, and Parent understands, acknowledges and agrees that (i) all other than the representations and warranties expressly set forth in Article 4, subject to made by or on behalf of the Company of any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management kind or any other person has made or makes any representation or warranty, written or oralnature, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, implied (including any representation or implied warranty as to of merchantability or fitness for a particular use or purpose), are specifically disclaimed by the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer Company and its representatives in connection with this Agreement or their investigation of the BusinessRepresentatives, and (ii) Buyer will have no right or remedy (waived and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any disclaimed as to reliance upon, any representation, warranty or other statement made by, by Parent on behalf of or relating to Seller, itself and any of its affiliatesRepresentatives; provided, Alliance Management however, that the foregoing shall not be construed to prohibit or the Business, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement.limit a claim for fraud. [Signature Page Follows]

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management Sellers or the Business, any Acquired Company except for the representations and warranties expressly set forth in Article 43 of this Agreement or in the certificate contemplated by Section 6.2(d) (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by), and had the assistance of, counsel or in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 43 of this Agreement or in the other Transaction Agreements, subject to any limitations included in this Agreement, neither Sellernone of Sellers, any of its affiliates, Alliance Management Acquired Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed LiabilitiesCompanies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Acquired Companies made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management Sellers will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of its affiliatesthe Acquired Companies (including any estimates, Alliance Management forecasts, budgets, projections or other financial information with respect to the BusinessAcquired Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 3 of this Agreement or in this Agreementthe other Transaction Agreements.

Independent Investigation; No Other Representations and Warranties. (a63) Buyer acknowledges that it Athena has relied solely upon analyzed the information provided by Angel or disclosed in Angel´s Disclosure Schedule and has conducted to its satisfaction its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business Angel Group Companies, their businesses and its operations, assets, condition (financial or otherwise) and prospects prospects. Athena acknowledges that it and expressly disclaimsits Representatives have been provided such access to the personnel, properties, premises, records and other documents and information of, and relating to the Angel Group Companies and their businesses as it has requested for such purpose. In entering into this Agreement, Athena acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on on, and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management or any other person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance uponon, any representation, warranty or other statement made by, on behalf of of, or relating to Sellerto, any of its affiliatesAngel, Alliance Management or Angel’s Affiliates, the BusinessAngel Group Companies and their respective Representatives, other than except for the representations and warranties expressly set forth in Article 4V and in Angel´s Disclosure Schedule. (64) NEITHER ATHENA NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY TO Angel OR ANY OTHER PERSON, subject to any limitations included in this AgreementEXPRESS OR IMPLIED, WITH RESPECT TO ATHENA OR ANY OF ITS AFFILIATES, THE GROUP COMPANIES, THE COMPANY EQUITY INTERESTS, THE GROUP COMPANIES EQUITY INTERESTS, THE BUSINESSES OF THE GROUP COMPANIES, THEIR PROBABLE SUCCESS OR PROFITABILITY, THE ASSETS OR LIABILITIES OF THE GROUP COMPANIES, THE SALE OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FUTURE RESULTS, OTHER THAN AS EXPRESSLY PROVIDED IN THIS ARTICLE IV (AS DISCLOSED AGAINST IN THE ATHENA DISCLOSURE SCHEDULE). ATHENA HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER MADE BY ATHENA, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. WITHOUT LIMITING THE FOREGOING, OTHER THAN AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, NEITHER ATHENA NOR ANY OTHER PERSON HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO Angel OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO (A) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO Angel, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF ATHENA IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION OR MATERIALS IN THE ATHENA DATA ROOM OR (C) ANY FINANCIAL PROJECTION, ESTIMATE, FORECAST, BUDGET OR FINANCIAL DATA OR REPORT RELATING TO THE GROUP COMPANIES OR THEIR BUSINESSES. (65) ATHENA ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, NONE OF Angel, ANY OF Angel’S AFFILIATES OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE Angel GROUP COMPANIES AND THEIR BUSINESSES, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) THE OPERATION OR PROBABLE SUCCESS OR PROFITABILITY OF THE Angel GROUP COMPANIES AND THEIR BUSINESSES FOLLOWING THE CLOSING OR (C) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE Angel GROUP COMPANIES OR THEIR BUSINESSES MADE AVAILABLE TO ATHENA AND ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THEIR INVESTIGATION OF THE Angel GROUP COMPANIES OR THEIR BUSINESSES, AND (II) ATHENA WILL HAVE NO RIGHT OR REMEDY (AND Angel, Angel’S AFFILIATES AND THEIR REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER) ARISING OUT OF, AND ATHENA EXPRESSLY DISCLAIMS ANY RELIANCE UPON, ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT MADE BY OR ON BEHALF OF Angel, ANY OF Angel’S AFFILIATES OR ANY OF THEIR REPRESENTATIVES, INCLUDING IN ANY MATERIALS, DOCUMENTATION OR OTHER INFORMATION REGARDING THE Angel GROUP COMPANIES OR THEIR BUSINESSES MADE AVAILABLE TO ATHENA OR ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THEIR INVESTIGATION OF THE Angel GROUP COMPANIES OR THEIR BUSINESSES (INCLUDING ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION OR ANY FINANCIAL PROJECTION, ESTIMATE, FORECAST, BUDGET OR FINANCIAL DATA OR REPORT), OR ANY ERRORS THEREIN OR OMISSIONS THEREFROM, OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND THE RIGHTS OF ATHENA EXPRESSLY SET FORTH IN THIS AGREEMENT IN RESPECT OF SUCH REPRESENTATIONS AND WARRANTIES.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Group Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management Seller or the Business, any Acquired Group Company except for the representations and warranties expressly set forth in Article 43 of this Agreement and the representations and warranties set forth in the Ancillary Agreements (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and or the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 43 of this Agreement and the representations and warranties set forth in the Ancillary Agreements, subject to any limitations included in this Agreement, neither none of the Seller, any of its affiliates, Alliance Management Acquired Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, subject matter of this Agreement or any Ancillary Agreement or the Acquired Assets or the Assumed LiabilitiesGroup Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Acquired Group Companies made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Group Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Group Companies), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management its Affiliates and their respective Representatives will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSeller or any Acquired Group Company, including in any information regarding the Acquired Group Companies made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of its affiliatesthe Acquired Companies (including any estimates, Alliance Management forecasts, budgets, projections or other financial information with respect to the BusinessAcquired Group Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included 3 of this Agreement and the representations and warranties set forth in the Ancillary Agreements. Nothing in this AgreementSection 4.8 shall prevent Buyer from making a claim with respect to Fraud.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon its own independent investigation, review and analysis, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer Each Seller Party acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to 4 of this Agreement or in any limitations included in this Ancillary Agreement, neither Sellernone of the Buyer Parties, any of its affiliates, Alliance Management the Buyer Parties’ Affiliates or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability (A) the financial condition of Buyer or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or (B) the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives the Seller Parties or any of their respective Representatives in connection with this Agreement or their investigation of the BusinessBuyer (including any estimates, forecasts, budgets, projections or other financial information), and (iiiii) Buyer except in respect of (x) the representations and warranties expressly set forth in Article 4 of this Agreement or in any Ancillary Agreement, or (y) Fraud, the Seller Parties will have no right or remedy (and Seller and Alliance Management Buyer will have no liability Liability whatsoever) arising out of, and Buyer each Seller Party expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, the Buyer Parties or any of Buyer’s Affiliates, including in any materials, documentation or other information regarding the Buyer made available to the Seller Parties and/or of their respective its affiliatesRepresentatives in connection with this Agreement (including any estimates, Alliance Management forecasts, budgets, projections or other financial information), or any errors therein or omissions therefrom. For the Businessavoidance of doubt, other than nothing in this Section 3.19 shall limit the right of the Seller Indemnitees to rely on the representations and warranties expressly set forth in this Agreement or any Ancillary Agreement or their respective rights to indemnification under Article 4, subject 6 or Article 10 or shall operate in any manner to any limitations included in this Agreementlimit a claim for Fraud.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Buyer acknowledges that it and expressly disclaimsits Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty, financial budget, financial projection warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, its affiliates, Alliance Management Sellers or the Business, any Acquired Company except for the representations and warranties expressly set forth in Article 4‎Article 3 of this Agreement or in the certificate contemplated by ‎Section 6.2(d) (and, with respect to such representations and warranties, subject to any limitations included in this Agreement. Buyer has been represented by), and had the assistance of, counsel or in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4‎Article 3 of this Agreement or in the other Transaction Agreements, subject to any limitations included in this Agreement, neither Sellernone of Sellers, any of its affiliates, Alliance Management Acquired Company or any other person Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed LiabilitiesCompanies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purposepurpose or for ordinary purposes, (B) the operation, financial performance, operation or probable success or profitability of the Business Acquired Companies following the Closing, Closing or (C) the accuracy or completeness of any information regarding the Business Acquired Companies made available or otherwise provided to Buyer and its representatives Representatives in connection with this Agreement or their investigation of the BusinessAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies), and (ii) Buyer will have no right or remedy (and Seller and Alliance Management Sellers will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to SellerSellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of its affiliatesthe Acquired Companies (including any estimates, Alliance Management forecasts, budgets, projections or other financial information with respect to the BusinessAcquired Companies), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included ‎Article 3 of this Agreement or in this Agreementthe other Transaction Agreements.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it Sapphire has relied solely upon conducted to its satisfaction its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business Group Companies, their businesses and its operations, assets, condition (financial or otherwise) and prospects prospects. Sapphire acknowledges that it and expressly disclaimsits Representatives have been provided such access to the personnel, properties, premises, records and other documents and information of, and relating to the Group Companies and their businesses as it has requested for such purpose. In entering into this Agreement, Sapphire acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on on, and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management or any other person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance uponon, any representation, warranty or other statement made by, on behalf of of, or relating to Sellerto, any of its affiliatesAthena, Alliance Management or Athena’s Affiliates, the BusinessGroup Companies and their respective Representatives, other than except for the representations and warranties expressly set forth in Article 4IV. (120) NEITHER SAPPHIRE NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY TO ATHENA OR ANY OTHER PERSON, subject to any limitations included in this AgreementEXPRESS OR IMPLIED, WITH RESPECT TO SAPPHIRE OR ANY OF ITS AFFILIATES, THE SAPPHIRE GROUP COMPANIES, EQUITY INTERESTS THEREOF, THE BUSINESSES OF THE SAPPHIRE GROUP COMPANIES, THEIR PROBABLE SUCCESS OR PROFITABILITY, THE ASSETS OR LIABILITIES OF THE SAPPHIRE GROUP COMPANIES, THE SALE OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FUTURE RESULTS, OTHER THAN AS EXPRESSLY PROVIDED IN THIS ARTICLE V (AS DISCLOSED AGAINST IN THE SAPPHIRE DISCLOSURE SCHEDULE). SAPPHIRE HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER MADE BY SAPPHIRE, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. WITHOUT LIMITING THE FOREGOING, OTHER THAN AS EXPRESSLY PROVIDED IN THIS ARTICLE V, NEITHER SAPPHIRE NOR ANY OTHER PERSON HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ATHENA OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO (A) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO ATHENA, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF SAPPHIRE IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION OR MATERIALS IN THE SAPPHIRE DATA ROOM OR (C) ANY FINANCIAL PROJECTION, ESTIMATE, FORECAST, BUDGET OR FINANCIAL DATA OR REPORT RELATING TO THE SAPPHIRE GROUP COMPANIES OR THEIR BUSINESSES. (121) SAPPHIRE ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV, NONE OF ATHENA, ANY OF ATHENA’S AFFILIATES OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE GROUP COMPANIES AND THEIR BUSINESSES, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) THE OPERATION OR PROBABLE SUCCESS OR PROFITABILITY OF THE GROUP COMPANIES AND THEIR BUSINESSES FOLLOWING THE CLOSING OR (C) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE GROUP COMPANIES OR THEIR BUSINESSES MADE AVAILABLE TO SAPPHIRE AND ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THEIR INVESTIGATION OF THE GROUP COMPANIES OR THEIR BUSINESSES, AND (II) SAPPHIRE WILL HAVE NO RIGHT OR REMEDY (AND ATHENA, ATHENA’S AFFILIATES AND THEIR REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER) ARISING OUT OF, AND SAPPHIRE EXPRESSLY DISCLAIMS ANY RELIANCE UPON, ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT MADE BY OR ON BEHALF OF ATHENA, ANY OF ATHENA’S AFFILIATES OR ANY OF THEIR REPRESENTATIVES, INCLUDING IN ANY MATERIALS, DOCUMENTATION OR OTHER INFORMATION REGARDING THE GROUP COMPANIES OR THEIR BUSINESSES MADE AVAILABLE TO SAPPHIRE OR ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THEIR INVESTIGATION OF THE GROUP COMPANIES OR THEIR BUSINESSES (INCLUDING ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION OR MATERIALS IN THE ATHENA DATA ROOM, OR ANY FINANCIAL PROJECTION, ESTIMATE, FORECAST, BUDGET OR FINANCIAL DATA OR REPORT), OR ANY ERRORS THEREIN OR OMISSIONS THEREFROM, OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV AND THE RIGHTS OF SAPPHIRE EXPRESSLY SET FORTH IN THIS AGREEMENT IN RESPECT OF SUCH REPRESENTATIONS AND WARRANTIES.

Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it The Purchaser has relied solely upon conducted its own independent investigation, review and analysisanalysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects prospects. The Purchaser and expressly disclaimsits Representatives have been provided with access to the personnel, has not relied on properties, premises, records and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf documents and information of or and relating to Seller, its affiliates, Alliance Management or the Business, except Business for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreementsuch purpose. Buyer The Purchaser has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement made by, on behalf of or relating to the Seller, the Seller’s Representatives or the Business except for the representations and warranties expressly set forth in Article III (and, with respect to such representations and warranties, subject to any limitations expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and in any Ancillary Agreement. (b) Buyer The Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly set forth made by the Seller in Article 4III (and, with respect to such representations and warranties, subject to any limitations included expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and the representations and warranties expressly made by the Seller in any Ancillary Agreement, neither none of the Seller, any of its affiliates, Alliance Management the Seller’s Representatives or any other person Person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets Purchased Assets, the Equity Interests or the Assumed Liabilities, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation, financial performance, operation or probable success or profitability of the Business following the Closing, or (C) the accuracy or completeness of any information regarding the Business made available to Buyer the Purchaser and its representatives Representatives in connection with this Agreement or their investigation of the Business, (D) the ability of the Purchaser to successfully and timely complete any migration off the Seller’s or its Affiliates’ information technology systems and data, and (ii) Buyer except in the case of Fraud or in respect of the Purchaser’s rights against any insurer under any R&W Insurance Policy, the Purchaser will have no right or remedy (and Seller and Alliance Management none of the Seller, the Seller’s Representatives or any other Person will have no liability any Liability whatsoever) arising out of, and Buyer the Purchaser expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to the Seller, any of its affiliates, Alliance Management the Seller’s Representatives or the Business, including in any materials, documentation or other information regarding the Business made available to the Purchaser or any of its Representatives in connection with this Agreement or their investigation of the Business (including the Confidential Information Memorandum, dated June 2019, and any other information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Article 4III (and, with respect to such representations and warranties, subject to any limitations included expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and the representations and warranties expressly made by the Seller in any Ancillary Agreement, and the rights of the Purchaser expressly set forth in this Agreement or any such Ancillary Agreement, as applicable, in respect of such representations and warranties.