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

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company, the Sellers or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis 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. 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, the Purchased Assets or the Assumed Liabilities for such 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 other Transaction Documents, and the consummation of the Transactions. 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, 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 V and in the Closing Documents, none of Seller, any of Seller’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 CompanyBusiness, the Sellers 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 or probable success or profitability of the Business following the 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 in connection with this Agreement or their respective Affiliates investigation of the Business, and (ii) Buyer shall have made no right or remedy (and shall not be deemed to Seller will have madeno liability whatsoever) arising out of, nor has the and Buyer or expressly disclaims any of its Affiliates relied onreliance upon, any representation, warranty, covenant opinion, projection, forecast, statement, memorandum, presentation, advice, information or agreementother statement made or provided by, express on behalf of or impliedrelating to Seller, with respect to any of Seller’s Affiliates, the CompanyPurchased Assets, its business the Assumed Liabilities or the transactions contemplated herebyBusiness, other than those representationsincluding in any materials, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets documentation or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, information regarding the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or Business made available to the Buyer or any of its Affiliates; providedRepresentatives in connection with this Agreement or their investigation of the Business (including information memoranda, that 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 (as modified by the Seller Disclosure Schedules) and in the Closing Documents and the rights of Buyer expressly set forth in this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification Agreement in accordance with Section 7.3(arespect 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 (subject to the limitations contained in Sections 7.3 and 9.1ORALLY 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. The (a) Buyer agrees acknowledges that none of the Companyit has relied solely upon its own independent investigation, review and analysis, and reached its own independent conclusions regarding, the Sellers Business and its operations, assets, condition (financial or any of their respective Affiliates have made otherwise) and shall prospects and expressly disclaims, has not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, on and is not relying on any representation, warranty, covenant financial budget, financial projection or agreementother 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 CompanyBusiness, its business the Acquired Assets or the transactions contemplated herebyAssumed 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 those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees that none has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the CompanyAcquired Companies and the 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 Sellers or any of their respective Affiliates have made Acquired Companies and shall 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 be deemed to have made, nor has the Buyer or any of its Affiliates relied on, on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, any Acquired Company 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) or in any Ancillary Agreement (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 3 of this Agreement or in in the certificate contemplated by Section 7.2(d), none of Seller, any Acquired Company or any other Person has made or makes any other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyAcquired Companies, its business the Business or their respective rights, properties, assets, liabilities or otherwise, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies or the transactions contemplated herebyBusiness following the 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 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 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 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 those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this Agreement. Without limiting Agreement and in the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this certificate contemplated by Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.17.2(d).

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company(a) Seller has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Sellers business, operations, assets, condition (financial or any otherwise) and prospects of their respective Affiliates have made Buyer. In entering into this Agreement, Seller acknowledges that it has relied solely upon its own investigation, review and shall analysis and has not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Buyer, except for the representations and warranties expressly set forth in Article 4 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). (b) Seller acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4 of this Agreement or in the certificate contemplated by Section 7.3(c), neither Buyer nor any other Person has made or makes any other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to Buyer or its rights properties, assets, liabilities or otherwise, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the Companyoperation or probable success or profitability of Buyer following the Closing or (C) the accuracy or completeness of any information regarding Buyer made available or otherwise provided to Seller and its Representatives in connection with this Agreement or their investigation of Buyer (including any estimates, forecasts, budgets, projections or other financial information with respect to Buyer), 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 (whether written or oral) made by, on behalf of or relating to Buyer, including in any information regarding Buyer made available or otherwise provided to Seller and its business Representatives in connection with this Agreement or the transactions contemplated herebytheir investigation of Buyer (including any estimates, forecasts, budgets, projections or other financial information with respect Buyer and any information disclosed in any Data Room), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 4 of this Agreement. Without limiting Agreement and the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this certificate contemplated by Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.17.3(c).

Independent Investigation; No Other Representations and Warranties. (a) The Buyer Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects. The Purchaser and its Representatives have been provided with access to the personnel, properties, premises, records and other documents and information of and relating to the Business for such purpose. 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) The Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly made by the Seller 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 the representations and warranties expressly made by the Seller in any Ancillary Agreement, none of the CompanySeller, any of the Sellers Seller’s Representatives or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyBusiness, its business the Purchased Assets, the Equity Interests or the transactions contemplated herebyAssumed Liabilities, 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 Business following the Closing, (C) the accuracy or completeness of any information regarding the Business made available to the Purchaser and its 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) 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 none of the Seller, the Seller’s Representatives or any other Person will have any Liability whatsoever) arising out of, and 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 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 those representationsthe representations and warranties expressly set forth in ‎Article III (and, with respect to such representations and warranties, covenants and agreements explicitly subject to any limitations 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. Without limiting , and the generality rights of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Purchaser expressly set forth in this Agreement or any such Ancillary Agreement, as applicable, in respect of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 representations and 9.1)warranties.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the Acquired 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 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 or other statement (whether written or oral) made by, on behalf of or relating to Seller or any Acquired Group Company 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) and the representations and warranties set forth in the Ancillary Agreements. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 3 of this Agreement and the representations and warranties set forth in the Ancillary Agreements, none of the CompanySeller, the Sellers any Acquired Group Company or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the subject matter of this Agreement or any Ancillary Agreement or the Acquired Group Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies following the Closing or (C) the accuracy or completeness of 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 the Acquired 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 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 or any Acquired Group Company, including in any information regarding the Acquired Group Companies made available or otherwise provided to Buyer and its business Representatives in connection with this Agreement or their investigation of the transactions contemplated herebyAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Group Companies), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this AgreementAgreement and the representations and warranties set forth in the Ancillary Agreements. Without limiting the generality of the foregoing, the Nothing in this Section 4.7 shall prevent Buyer agrees that no representation or warranty, express or implied, is made from making a claim with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Fraud.

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none Company and the Equityholders have conducted their own independent investigation, review and analysis of the Companybusiness, the Sellers results of operations, prospects, condition (financial or any otherwise) or assets of their respective Affiliates Parent, Merger Sub and Merger Sub II, and acknowledge that they have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect been provided adequate access to the Companypersonnel, 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 making its business or decision to enter into this Agreement and any Additional Agreements and to consummate the transactions contemplated herebyhereby and thereby, other than those representations, warranties, covenants Company and agreements explicitly the Equityholders have relied solely upon their own investigation and the express representations and warranties set forth in Article IV of this AgreementAgreement (including the related portions of the Parent Disclosure Schedule) and in the Additional Agreements and (b) 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 Parent has specifically disclaimed and does hereby specifically disclaim any such other representation made by Parent, Merger Sub, Merger Sub II or any other Person, except as expressly set forth in Article IV of this Agreement (including the related portions of the Parent Disclosure Schedule) or in any Additional Agreements. Without limiting the generality of Notwithstanding the foregoing, nothing in this Section 3.26 shall limit the Buyer agrees that no remedies available to Parent, Merger 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 Additional Agreement to which the Company is a party, the Company has not made and does not make any other express or implied representation or warranty, express either written or impliedoral, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any on behalf of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Company.

Independent Investigation; No Other Representations and Warranties. The Buyer (a) Each Seller Party acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4 of this Agreement or in any Ancillary Agreement, none of the CompanyBuyer Parties, any of the Sellers Buyer Parties’ Affiliates or any other Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, including any representation or warranty as to (A) the financial condition of Buyer or (B) the accuracy or completeness of any information made available to the Seller Parties or any of their respective Affiliates have made and shall not be deemed to have made, nor has Representatives in connection with this Agreement or their investigation of the Buyer (including any estimates, forecasts, budgets, projections or other financial information), and (iii) except in respect of (x) the representations and warranties expressly set forth in Article 4 of this Agreement or in any of its Affiliates relied onAncillary Agreement, or (y) Fraud, the Seller Parties will have no right or remedy (and Buyer will have no Liability whatsoever) arising out of, and each Seller Party expressly disclaims any reliance upon, any representation, warrantywarranty or other statement (whether written or oral) made by, covenant on behalf of or agreement, express or implied, with respect relating to the CompanyBuyer 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 business Representatives in connection with this Agreement (including any estimates, forecasts, budgets, projections or other financial information), or any errors therein or omissions therefrom. For the transactions contemplated herebyavoidance of doubt, other than those representations, warranties, covenants nothing in this Section 3.19 shall limit the right of the Seller Indemnitees to rely on the representations and agreements explicitly warranties set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Agreement or any of Ancillary Agreement or their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives respective rights to indemnification under Article 6 or controlling persons, Article 10 or shall operate in any Affiliate of any of the foregoing, or seek manner to hold any such Person liable, limit a claim for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Fraud.

Independent Investigation; No Other Representations and Warranties. (a) The Buyer Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects. The Purchaser and its Representatives have been provided with access to the personnel, properties, premises, records and other documents and information of and relating to the Business for such purpose. 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) The Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly made by the Seller 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 the representations and warranties expressly made by the Seller in any Ancillary Agreement, none of the CompanySeller, any of the Sellers Seller’s Representatives or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyBusiness, its business the Purchased Assets, the Equity Interests or the transactions contemplated herebyAssumed Liabilities, 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 Business following the Closing, (C) the accuracy or completeness of any information regarding the Business made available to the Purchaser and its 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) 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 none of the Seller, the Seller’s Representatives or any other Person will have any Liability whatsoever) arising out of, and 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 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 those representationsthe representations and warranties expressly set forth in Article III (and, with respect to such representations and warranties, covenants and agreements explicitly subject to any limitations 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. Without limiting , and the generality rights of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Purchaser expressly set forth in this Agreement or any such Ancillary Agreement, as applicable, in respect of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 representations and 9.1)warranties.

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none (a) Each of the Company, the Sellers or any of their respective Affiliates have made Parent and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, Merger Sub acknowledges and agrees that that: (i) it (a) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the Company and its 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 Parent and Merger Sub are taking full responsibility for making their own evaluations 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 Indemnitees will have no claim or right to recovery pursuant to Article 10 or otherwise, and none of the Indemnitors or any other person shall have or be subject to any liability to the Indemnitees or any other Person, with respect to any projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Company or the future business, operations or affairs of the Company. (b) has been given adequate access 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 such information about 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 all other representations and warranties made by or on behalf of the Company of any kind or nature, express or implied (including any implied warranty of merchantability or fitness for a particular purpose), are specifically disclaimed by the Company and its business as the Buyer has reasonably requestedRepresentatives, and (c) will not assert any claim against the Sellers or any waived and disclaimed as to reliance by Parent on behalf of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or itself and any of its AffiliatesRepresentatives; provided, however, that this Section 5.7 the foregoing shall not preclude the Buyer Indemnified Parties from asserting claims be construed to prohibit or limit a claim for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).fraud. [Signature Page Follows]

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the Acquired 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 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 or other statement (whether written or oral) made by, on behalf of or relating to Seller or any Acquired Group Company except for the representations and warranties expressly set forth in Article 3 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 or the Ancillary Agreements). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 3 of this Agreement and the representations and warranties set forth in the Ancillary Agreements, none of the CompanySeller, the Sellers any Acquired Company or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the subject matter of this Agreement or any Ancillary Agreement or the Acquired Group Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies following the Closing or (C) the accuracy or completeness of 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 the Acquired 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 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 Seller or any Acquired Group Company, including in any information regarding the Acquired Group Companies made available or otherwise provided to Buyer and its business Representatives in connection with this Agreement or their investigation of the transactions contemplated herebyAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Group Companies), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this AgreementAgreement and the representations and warranties set forth in the Ancillary Agreements. Without limiting the generality of the foregoing, the Nothing in this Section 4.8 shall prevent Buyer agrees that no representation or warranty, express or implied, is made from making a claim with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Fraud.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees that none has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the CompanyAcquired 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 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 or other statement (whether written or oral) made by, on behalf of or relating to Sellers or any Acquired Company except for the representations and warranties expressly set forth in ‎Article 3 of their respective Affiliates have made this Agreement or in the certificate contemplated by ‎Section 6.2(d) (and, with respect to such representations and shall not be deemed warranties, subject to have madeany limitations included in this Agreement), nor has or in the other Transaction Agreements. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in ‎Article 3 of this Agreement or in the other Transaction Agreements, none of Sellers, any Acquired Company or any of its Affiliates relied on, other Person has made or makes any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Acquired Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies following the Closing or (C) the accuracy or completeness of 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 the Acquired 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 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 Sellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its business Representatives in connection with this Agreement or their investigation of the transactions contemplated herebyAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in ‎Article 3 of this Agreement. Without limiting Agreement or in the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Transaction Agreements.

Independent Investigation; No Other Representations and Warranties. The Buyer 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 none in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and upon the representations and warranties of the Company and the Sellers expressly set forth in Articles II and III; provided, that this disclaimer of reliance shall not be deemed a waiver of or in any way impair, and shall not apply, in the case of Excluded Fraud. The Purchaser acknowledges that any announcement by Sellers of their intention to sell the Shares (as well as the execution of this Agreement and the consummation of the transactions contemplated hereby) might affect one or more of the customer relationships of the Company, the Sellers or and that any such effects which clearly and demonstrably result from such announcement, do not and will not constitute a breach of any of their respective Affiliates have made the Company’s representations and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreementwarranties whatsoever, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than beyond those representations, warranties, covenants and agreements explicitly expressly set forth in this AgreementArticles II and III and in the other Seller Documents. Without limiting the generality of the foregoingTHE PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, the Buyer agrees that no representation or warrantyEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS SET FORTH IN ARTICLE II AND ARTICLE III, express or impliedRESPECTIVELY, is made with respect to any financial projectionsAND IN THE OTHER SELLER DOCUMENTS, budgets or other forward looking statements. The Buyer further covenantsNONE OF THE COMPANY, acknowledges and agrees that it THE SELLERS OR ANY OTHER PERSON (aINCLUDING, ANY SHAREHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) has made its own investigation intoIS MAKING, and based thereon has formed an independent judgment concerningAND THE PURCHASER IS NOT RELYING ON, the Company and its businessANY REPRESENTATIONS, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requestedWARRANTIES, and (c) will not assert any claim against the Sellers or any of their partnersWHETHER ORAL OR WRITTEN, directorsEXPRESS OR IMPLIED, officersSTATUTORY OR OTHERWISE, employeesAS TO ANY MATTER CONCERNING THE TARGET COMPANIES, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its Liabilities, operations, assets, condition (financial or otherwise) and prospects. 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 for such 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 other 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 this Agreement or in another Transaction Document (if any), none of Seller, any Seller 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 CompanyBusiness, the Sellers Purchased Assets, the Assumed Liabilities or Amnis, 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 Business following the Closing, (C) the accuracy or completeness of any information regarding the Business made available to Buyer and its Representatives in connection with this Agreement or their respective 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 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 Seller Affiliates have or the Business, including in any materials, documentation or other information regarding the Business made and shall not be deemed available to have made, nor has the Buyer or any of its Affiliates relied onRepresentatives 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 representation, warranty, covenant errors therein or agreement, express or implied, with respect to the Company, its business or the transactions contemplated herebyomissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in this Agreement. Without limiting Agreement or in another Transaction Document (if any) and the generality rights of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with expressly set forth in this Agreement in respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges of such representations and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, 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 not assert any claim against be imputed to Buyer merely because Seller or its Affiliates have placed an item in the Sellers or any 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 partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)direct reports.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, and condition. Buyer acknowledges that it and its Representatives have been provided such access to the personnel, properties, premises, records and other documents and information of and relating to the Business as it has requested for such purpose. 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 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 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 II or in any Ancillary Document, none of Seller, any of Seller’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 CompanyBusiness, the Sellers Acquired Assets and the Assumed Liabilities, 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 Business following the Closing, (C) the consequences to the Business 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 timely complete any migration off of the services to be provided pursuant to the Transition Services Agreement, and (ii) Buyer will not have any right or remedy (and Seller 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 their respective Seller’s Affiliates have or the Business, including in any materials, documentation or other information regarding the Business made and shall not be deemed available to have made, nor has the Buyer or any of its Affiliates relied onRepresentatives 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 representation, warranty, covenant errors therein or agreement, express or implied, with respect to the Company, its business or the transactions contemplated herebyomissions therefrom, other than those representations, warranties, covenants for Fraud and agreements explicitly the representations and warranties expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation Article II or warranty, express or implied, is made with respect to in any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Ancillary Document.

Independent Investigation; No Other Representations and Warranties. (a) The Buyer Parties have conducted their own independent investigation, review and analysis of, and reached their own independent conclusions regarding, the Business, the Transferred Group Companies and their respective operations, assets, condition (financial or otherwise) and prospects. Each Buyer Party acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records, financial data and other documents and information of and relating to the Business and the Transferred Group Companies for such purpose. The Buyer 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 3 of this Agreement or in any Ancillary Agreement, none of the CompanySeller Parties, any of the Sellers Seller Parties’ Affiliates or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyBusiness, its business the Transferred Group Companies, the Transferred Assets or the transactions contemplated herebyAssumed Liabilities, other than those representationsincluding any representation or warranty as to (A) value, warrantiesmerchantability or fitness for a particular use or purpose, covenants and agreements explicitly set forth in this Agreement. Without limiting (B) the generality operation or probable success or profitability of the foregoing, Business or the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, Transferred Group Companies following the Company and its businessClosing, (bC) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers accuracy or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate completeness of any of information regarding the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or Business and the Transferred Group Companies made available to the Buyer Parties and its 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 will have no 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 the Seller Parties, any of the Seller Parties’ Affiliates, the Transferred Group Companies or the Business, including in any materials, documentation or other information regarding the Transferred Group Companies and the Business made available to the Buyer Parties and its Representatives in connection with this Agreement or their investigation of the Transferred Group Companies and the Business (including any estimates, forecasts, budgets, projections or other financial information with respect to the Business), or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)errors therein or omissions therefrom.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees that none has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the CompanyAcquired 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 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 or other statement (whether written or oral) made by, on behalf of or relating to Sellers or any Acquired Company except for the representations and warranties expressly set forth in Article 3 of their respective Affiliates have made this Agreement or in the certificate contemplated by Section 6.2(d) (and, with respect to such representations and shall not be deemed warranties, subject to have madeany limitations included in this Agreement), nor has or in the other Transaction Agreements. (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 3 of this Agreement or in the other Transaction Agreements, none of Sellers, any Acquired Company or any of its Affiliates relied on, other Person has made or makes any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Acquired Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies following the Closing or (C) the accuracy or completeness of 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 the Acquired 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 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 Sellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its business Representatives in connection with this Agreement or their investigation of the transactions contemplated herebyAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this Agreement. Without limiting Agreement or in the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Transaction Agreements.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding the Target Group and its operations, assets, condition (financial or otherwise) and prospects. 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 other 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 III and ‎Article IV, none of Seller, any of Seller’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 CompanyTarget Group, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the Sellers operation or probable success or profitability of the Target Group following the Closing, (C) the accuracy or completeness of any information regarding the Target Group made available to Buyer and its Authorized Representatives in connection with this Agreement or their investigation of the Target Group (including any estimates, projections, business plans, budgets or other forward-looking information provided by Seller, any of its Affiliates or any of their respective Affiliates have made and 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 madeno right or remedy (and Seller will have no Liability whatsoever) arising out of, nor has 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 Affiliates Authorized Representatives in connection with this Agreement or their investigation of the Target Group (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 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 onsolely 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, covenant written or agreementoral, 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 Companyoperation 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 the transactions contemplated herebyother forward-looking information provided by Buyer, other than those representationsany of its Affiliates or any of their Authorized Representatives, which shall not be deemed to be or to include representations or warranties, covenants and agreements except to the extent explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested‎Article V), and (cii) Seller will not assert have no right or remedy (and Buyer will have no Liability whatsoever) arising out of, and Seller expressly disclaims any claim against the Sellers reliance upon, any representation, warranty or any other statement made by, on behalf of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek relating to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Buyer’s Affiliates; provided, that this Section 5.7 shall not preclude including in any materials, documentation or other information regarding the Buyer Indemnified Parties from asserting claims for indemnification and its Subsidiaries made available to Seller or any of its Authorized Representatives in accordance connection with Section 7.3(a) this Agreement or their investigation of Buyer and its Subsidiaries (subject to 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 limitations contained representations and warranties expressly set forth in Sections 7.3 ‎Article V and 9.1)the rights of Seller expressly set forth in this Agreement in respect of such representations and warranties.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees that none has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the CompanyAcquired 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 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 or other statement (whether written or oral) made by, on behalf of or relating to Sellers or any Acquired Company except for the representations and warranties expressly set forth in Article 3 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 3, none of their respective Affiliates have made and shall not be deemed to have madeSellers, nor has the Buyer any Acquired Company or any of its Affiliates relied on, other Person has made or makes any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Acquired Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Acquired Companies following the Closing, or (C) the accuracy or completeness of 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 the Acquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies); and (ii) Buyer shall have no right or remedy (and Sellers shall have no Liability whatsoever) arising out of, and Xxxxx expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Sellers or any Acquired Company, including in any information regarding the Acquired Companies made available or otherwise provided to Buyer and its business Representatives in connection with this Agreement or their investigation of the transactions contemplated herebyAcquired Companies (including any estimates, forecasts, budgets, projections or other financial information with respect to the Acquired Companies), or any errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Article 3.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the Company and the 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 or other statement (whether written or oral) made by or on behalf of Seller or relating to or the Company in connection with the subject matter of this Agreement, in each case, except for the representations and warranties expressly set forth in Article 3 of this Agreement and any Ancillary Agreement. (b) Buyer acknowledges and agrees that that, other than the representations and warranties expressly set forth in Article 3 of this Agreement and any Ancillary Agreement, (i) none of the CompanySeller, the Sellers Company or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Company and the Business in connection with the subject matter of this Agreement, including any such representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Company or the Business following the 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 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 against Seller arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by or on behalf of or relating to the 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 this Agreement or their investigation of the Company or the Business in connection therewith (including any estimates, forecasts, budgets, projections or other financial information with respect to the Company), its business or the transactions contemplated herebyany errors therein or omissions therefrom, other than those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in this Agreement or any Ancillary Agreement. Without limiting the generality of Notwithstanding the foregoing, nothing in this Section 4.8 shall (or shall be deemed to) limit or diminish (i) the Buyer agrees that no representation scope or warranty, express accuracy of the representations and warranties set forth in this Agreement or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its businessAncillary Agreement, (bii) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Buyer’s or any other Person’s rights of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives recovery or controlling persons, otherwise under the R&W Insurance Policy or (iii) any Affiliate Buyer’s rights of any recovery or otherwise in the event of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Fraud.

Independent Investigation; No Other Representations and Warranties. (a) The Buyer Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects. The Purchaser and its Representatives have been provided such access to the personnel, properties, premises, records and other documents and information of and relating to the Business as it has requested for such purpose. 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 consummation of the transactions contemplated hereby and thereby. In entering into this Agreement, the Purchaser acknowledges that it 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 this Agreement (including any Exhibit, Annex, Schedule or certificate to this Agreement). (b) The Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly made by the Seller in this Agreement (including any Exhibit, Annex, Schedule or certificate to this Agreement), none of the CompanySeller, any of the Sellers Seller’s Representatives or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyBusiness, its business the Purchased Assets or the transactions contemplated herebyAssumed Liabilities, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no including any representation or warranty, express warranty as to merchantability or implied, is made with respect to any financial projections, budgets fitness for a particular use or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)purpose.

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Acquired Companies, the Business and their respective operations, assets, condition (financial or otherwise) and prospects. Buyer acknowledges that none it and its Representatives have been provided full access, to the extent requested or desired, to the personnel, properties, premises, records and other documents and information of and relating to the any Acquired Company, the Sellers Business, the Additional Acquired Assets or any of their respective Affiliates have made the Assumed Liabilities for such purpose. Buyer has been represented by, and shall not be deemed to have madehad the assistance of, nor has counsel in the Buyer or any conduct of its Affiliates 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 onsolely 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 3 of this Agreement, none of Sellers, any of Sellers’ Affiliates or any other Person has made or makes any other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the CompanyAcquired Companies, its business Business, the Additional Acquired Assets or the transactions contemplated herebyAssumed Liabilities, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the capability or cost of alternative providers of Overhead and Shared Services (including information technology service providers) or the goods or services obtained via Intercompany Agreements, (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 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), and (ii) Buyer will have no right or remedy (and 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 Sellers, any of Sellers’ Affiliates, 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 those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this Agreement. Without limiting Agreement or in the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this certificate contemplated by Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.17.2(d).

Independent Investigation; No Other Representations and Warranties. The (a) Buyer agrees that none has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the CompanyBusiness and the 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 Sellers or any of their respective Affiliates have made Business and shall 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 be deemed to have made, nor has the Buyer or any of its Affiliates relied on, on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller, the Business or any Company 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). (b) Buyer acknowledges and agrees that: (i) other than the representations and warranties expressly set forth in Article 3 of this Agreement, none of Sellers, any Company or any other Person has made or makes any other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Business or the Companies, including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the 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 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); (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 (iii) Buyer will have no right or remedy (and no Seller will have 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 Business or any Company, its business including in any information regarding the Business or the transactions contemplated herebyCompanies 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 those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).

Independent Investigation; No Other Representations and Warranties. The (a) Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies and the 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 or other statement made by, on behalf of or relating to Sellers, any Acquired Company or the JV 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). (b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 3 of this Agreement, none of the Sellers, any Acquired Company, the Sellers JV or any of their respective Affiliates have other Person has made and shall not be deemed to have made, nor has the Buyer or makes any of its Affiliates relied on, any representation, other representation or warranty, covenant written or agreementoral, express or implied, at law or in equity, with respect to the Acquired Companies, or the JV 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 Acquired Companies or the JV following the Closing or (C) the accuracy or completeness of any information regarding the Acquired Companies made available to Buyer and its Representatives in connection with this Agreement or their investigation of the Acquired Companies, and (ii) it will have no right or remedy arising out of, and expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Sellers, any Acquired Company, its business or the transactions contemplated herebyJV 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 those representations, warranties, covenants the representations and agreements explicitly warranties expressly set forth in Article 3 of this Agreement. Without limiting the generality of the foregoingAgreement (and, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projectionssuch representations and warranties, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect subject to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that limitations included in this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1Agreement).