Common use of Independent Investigation; No Reliance Clause in Contracts

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Securities by Purchaser and the consummation of the transactions contemplated hereby Contemplated Transactions by Purchaser are not done in reliance upon any representation or warranty or omission by, or information from, Seller Seller, the Acquired Companies or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure LetterSchedule), and Purchaser hereby expressly acknowledges that Seller and the Acquired Companies expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis Purchaser further acknowledges that none of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation Acquired Companies or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, its their businesses or the transactions contemplated by this Agreement, except for the information Contemplated Transactions not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure LetterSchedule), and neither Seller nor any none of its Affiliates nor Seller, the Acquired Companies or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives representatives of, or Purchaser’s use of of, any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company Acquired Companies relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Purchaser or its representatives, or any other document or information contained in any publication, document or other form provided or made available, or any omission thereof or therein, available to Purchaser or any of its Representatives representatives, including management presentations, in connection with the purchase and sale of the Purchased Interest Securities and the transactions contemplated herebyContemplated Transactions (any of the foregoing, an “Extra-Contractual Statement”). PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVE AND ARE NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENT HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER, THE ACQUIRED COMPANIES OR ANY OF THEIR AFFILIATES (IT BEING INTENDED THAT NO SUCH PRIOR EXTRA-CONTRACTUAL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CLOSING OF THE CONTEMPLATED TRANSACTIONS). Nothing in this Section 5.8 shall limit or restrict the rights and remedies of Purchaser and the other Indemnified Parties pursuant to Article X in the event of actual fraud in the making of the representations and warranties contained in Article III and Article IV of this Agreement or any agreement or certificate delivered by Seller pursuant to this Agreement.

Independent Investigation; No Reliance. In connection with its investment decision, the Purchaser expressly acknowledges that it and and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company as desired by the Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Investment Shares by the Purchaser and the consummation of the transactions contemplated hereby by the Purchaser are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Company or any of its Affiliates Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter)IV, and the Purchaser hereby expressly acknowledges that Seller the Company expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of the Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as the Company specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter)IV. The Purchaser expressly acknowledges that neither Seller nor any of its Affiliates the Company has not made any representation representations or warranty warranties to the Purchaser regarding the probable success or profitability of the Company or its business. The Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses business or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter)IV, and neither Seller nor any of its Affiliates the Company nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Representatives representatives or the Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company relating to its businesses, any such information contained in the VDR business or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to the Purchaser or its representatives, or any other document or information contained in any publication, document or other form provided or made available, or any omission thereof or therein, available to the Purchaser or any of its Representatives representatives, including management presentations and/or projections, in connection with the purchase and sale of the Purchased Interest Investment Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it Parent and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as desired deemed necessary by Purchaserthe Parent. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Equityholders, the Company, the Company’s Subsidiaries or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Company Disclosure Letter)Schedule) and set forth in the Transaction Documents, and Purchaser hereby expressly Parent and Acquisition Sub acknowledges that Seller the Company expressly disclaims any other representations and warranties. Such purchase Parent and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment Acquisition Sub further acknowledge that none of the present and potential value and earning power of Equityholders, the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III (as modified by the Seller Company Disclosure Letter)Schedule) or the Transaction Documents, and neither Seller nor any none of its Affiliates nor the Equityholders, the Company, the Company’s Subsidiaries or any other Person shall will have or be subject to any liability toto Parent, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives Acquisition Sub or any other Person resulting from the distribution to Purchaser Parent and Acquisition Sub and their representatives or its Representatives Parent’s or PurchaserAcquisition Sub’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company or its Subsidiaries relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information contained in any publication, document or other form provided or made available, available to Parent or any omission thereof Acquisition Sub or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyrepresentative.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and Buyer and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Business as desired by PurchaserBuyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the Seller Parties, the Company Entities or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly Buyer acknowledges that the Seller Parties expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly Buyer further acknowledges that neither the Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates Parties nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyCompany Entities, its businesses the Purchased Assets, the Assumed Liabilities, the Business or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Seller Disclosure LetterSchedules), and neither the Seller nor any of its Affiliates Parties nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer or its Representatives representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations presentation distributed by, or on behalf of, of the Seller Parties or the Company Entities relating to its businesses, any such information contained in the VDR Business or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it the Buyer and its the Blocker Merger Sub and their respective Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Blocker, the Company and the Company Subsidiaries as desired by Purchaserthe Buyer and the Blocker Merger Sub. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records The Each of the Company for this purpose. Purchaser hereby expressly Buyer and the Blocker Merger Sub acknowledges and agrees that its purchase the acquisition of the Purchased Interest Acquired Company Units and Blocker Interests by the Buyer and the consummation of the transactions contemplated hereby by the Buyer and the Blocker Merger Sub are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Sellers, the Company, the Blocker or any of its Affiliates or Representativesother Person, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III III, Article IV and Article V (in each case, as modified by the Seller Disclosure Letter)) and the Ancillary Agreements, and Purchaser hereby each of the Buyer and the Blocker Merger Sub acknowledges and agrees that the Sellers, the Company and the Blocker expressly acknowledges that Seller expressly disclaims disclaim any other representations representation and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment Each of the present Buyer and potential value the Blocker Merger Sub acknowledges and earning power agrees that none of the CompanySellers, as well as those the Company or the Blocker has made, and neither the Buyer nor the Blocker Merger Sub is relying on, any representations and or warranties by Sellerto the Sponsor, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor Buyer, the Blocker Merger Sub or any of its their respective Representatives or Affiliates has made any representation or warranty to Purchaser regarding the pro forma financial information, cost estimates, financial or other projections, forecasts, estimates, budgets, plans or any other forward-looking statements of, or the probable future success or profitability of the Blocker, the Company, the Company Subsidiaries or their respective businesses after the Closing. Each of the Buyer and the Blocker Merger Sub further acknowledges that none of the Sellers, the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person the Blocker has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Company Subsidiaries or their respective businesses or the transactions contemplated by this Agreement, except for the information representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III III, Article IV, and Article V (in each case, as modified by the Seller Disclosure Letter)) and the Ancillary Agreements, and neither Seller nor any none of its Affiliates nor the Sellers, the Company, the Blocker or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Buyer or any other Person resulting from the distribution to Purchaser the Sponsor, the Buyer or its the Blocker Merger Sub or their respective Representatives or Purchaserthe Sponsor’s, the Buyer’s or the Blocker Merger Sub’s use of any such other information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Blocker or the Company relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to the Sponsor, the Buyer or the Blocker Merger Sub and their respective Representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to the Sponsor, the Buyer and the Blocker Merger Sub or their respective Representatives, including management presentations, confidential information memorandums, teasers or “break-out” discussions, in response to diligence or other questions submitted by or on behalf of the Buyer and the Blocker Merger Sub (whether orally or in writing), or in any omission thereof or therein, to Purchaser or any other form in expectation of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby. Each of the Buyer and the Blocker Merger Sub acknowledges that, should the Closing occur, the Buyer will acquire the Acquired Company Units, the Blocker, the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III, Article IV and Article V (in each case, as modified by the Disclosure Letter) and the Ancillary Agreements.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Purchased Assets, Assumed Liabilities and the Business as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Assets and the assumption of the Assumed Liabilities by Purchaser and the consummation of the transactions contemplated hereby by Purchaser are not done in reliance upon any representation or warranty or omission by, or information from, Seller Sellers, Owner or any of its their respective Affiliates or Representativesany of their respective officers, directors, employees, agents or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purposepurpose or of conformity to models or samples of materials, except for the representations and warranties specifically and expressly set forth in Article III V and Article VI (in each case, as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby acknowledges and agrees that Sellers and Owner expressly acknowledges that Seller expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyPurchased Assets, as well as those representations and warranties by SellerSellers and Owner, as applicable, specifically and expressly set forth in Article III V and Article VI (in each case, as modified by the Seller Disclosure LetterSchedules). Purchaser expressly acknowledges that neither no Seller nor or Owner has made any representations or warranties to Purchaser or any of its Affiliates has made any representation or warranty to Purchaser their respective employees or representatives regarding the probable success or profitability of the Company Business and that Purchaser is not relying on any representations or its businesswarranties of Sellers or Owner, including those set forth in Article V and Article VI, with respect to the probable success or profitability of the Business. Purchaser further expressly acknowledges that neither Seller nor no Seller, any of its Affiliates nor Affiliate thereof, or any officer, director, employee, agent or representative thereof or any other Person has been authorized to make nor has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyBusiness, its businesses the Purchased Assets or the Assumed Liabilities or the transactions contemplated by this Agreement, except for the information Agreement (and Purchaser has not relied on any such representation or warranty) not specifically and expressly set forth in Article III V and Article VI (in each case, as modified by the Seller Disclosure LetterSchedules), and neither Seller nor any none of its Affiliates nor Sellers, Owner or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives Affiliates or any employee or representative thereof or Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businessesmemoranda, any such information contained materials uploaded to any electronic data room in connection with the VDR transactions contemplated by this Agreement or any due diligence report by any third party or any other data room (including any electronic document or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, available to Purchaser or its Affiliates or any of its Representatives employee or representative thereof, including management presentations, in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby. Purchaser specifically disclaims any obligation or duty of Sellers or Owner to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article V and Article VI (in each case, as modified by the Disclosure Schedules). With respect to any projection or forecast delivered by or on behalf of Sellers or Owner to Purchaser or its Affiliates or any employee or representative thereof, Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, (b) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts, (c) it is familiar with each of the foregoing and (d) neither Sellers nor Owner are making any representation or warranty with respect to such projections or forecasts, including the reasonableness of the assumptions underlying such projections or forecasts.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives Buyers and/or their representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies and the Subsidiaries as desired by PurchaserBuyers. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Acquired Interests by Buyers and the consummation of the transactions contemplated hereby by Buyers are not done in reliance upon any representation or warranty or omission by, or information from, Seller Sellers, the Acquired Companies, the Subsidiaries or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (as modified by in each case, subject to the Seller Disclosure Letterdisclosures set forth on the Schedules), and Purchaser hereby expressly each Buyer acknowledges that Seller the Acquired Companies and Sellers expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s Buyers’ own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyAcquired Companies and the Subsidiaries, as well as those representations and warranties made by SellerSellers, as specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (as modified by in each case, subject to the Seller Disclosure Letterdisclosures set forth on the Schedules). Purchaser expressly Each Buyer acknowledges that neither Seller the Acquired Companies nor any of its Affiliates has Sellers have made any representation representations or warranty warranties to Purchaser Buyers regarding the probable success or profitability of the Company Acquired Companies, the Subsidiaries or its businesstheir respective businesses. Purchaser Each Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates Sellers, the Acquired Companies, the Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, its the Subsidiaries, their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (as modified by the Seller Disclosure Letter)in each case, and neither Seller nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including disclosures set forth on the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data roomSchedules), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with Buyer has conducted its investment decisionown independent investigation, Purchaser expressly acknowledges that it review and its Representatives have inspected analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Company and have conducted such independent reviewBusiness, investigation which investigation, review and analysis (financial was done by Buyer and otherwise) of its Affiliates and Representatives. Except for the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises representations and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest warranties contained in Article 4 and the consummation certificates described in Sections 7.3(a) –(c), Buyer acknowledges and agrees that (a) in entering into this Agreement, it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the transactions contemplated hereby are not done in reliance upon Seller or its representatives and (b) none of Seller, any Other Seller, or any Subsidiaries or Affiliates of Seller nor any other Person makes any other express, implied or statutory representation or warranty (including in any information, document or omission bymaterial made available to Buyer or its counsel or other representatives in Buyer’s due diligence review, including in “data rooms” (electronic or information fromotherwise) or management presentations) with respect to the Business, Seller the Purchased Assets, the Assumed Liabilities or any of its Affiliates or Representatives, whether oral or written, express or impliedotherwise, including any implied warranty warranties of merchantability or of merchantability, fitness for a particular purpose, except title, enforceability or noninfringement or any projections, estimates and budgets for the representations Business. Buyer acknowledges that there are assumptions inherent in making any such projections, estimates and warranties specifically budgets, Buyer is familiar with such uncertainties and that Buyer is responsible for making its own evaluation of the Business and shall have no claim against Seller with respect thereto. Buyer expressly acknowledges and agrees that it is not relying on any statement or representation made by or on behalf of Seller, any Other Seller, or any Subsidiaries of Affiliates of Seller except as set forth in Article III 4 (as modified qualified by the Seller Disclosure Letterschedules) and the certificates described in Sections 7.3(a) –(c), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties no person has been authorized by Seller, as specifically and expressly set forth in Article III (as modified by the any Other Seller, or any Subsidiaries or Affiliates of Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor to make any of its Affiliates has made any other representation or warranty relating to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the other Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf ofParties, the Company relating to its businessesBusiness, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and Assets or the transactions contemplated herebyAssumed Liabilities. Nothing in this Section 5.9 shall relieve Seller from Liability for any Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly Parent acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects none of the Company and have conducted such independent reviewCompany, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller Subsidiaries or any of its Affiliates their respective partners, directors, officers, employees, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons or RepresentativesAffiliates, agents or other representatives are making, have made, and none of them shall be deemed to be making or have made, nor has Parent relied on, any representation, warranty, covenant or agreement, whether oral written or writtenoral, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for with respect to the representations and warranties specifically and expressly Company, its Subsidiaries, their respective businesses or the transactions contemplated hereby, other than those explicitly set forth in Article III of this Agreement (as modified by the Seller Company Disclosure LetterSchedules), and Purchaser hereby expressly acknowledges that Seller the Company expressly disclaims any other representations and warranties. Such purchase Parent acknowledges and consummation are instead done entirely on the basis of Purchaser’s agrees that it (a) has made its own investigationinquiry and investigation into, analysisand based thereon has formed an independent judgment concerning, judgment and assessment of the present and potential value and earning power of the Company, as well as those its Subsidiaries, their respective businesses and the transactions contemplated hereby and, in making its determination to proceed with the transactions contemplated hereby, Parent has relied on such inquiry and investigation and the representations and warranties by Seller, as specifically and expressly set forth in Article III of this Agreement (as modified by the Seller Company Disclosure LetterSchedules) and has not relied on any other representations or warranties of any party (and all such other representations and warranties are specifically disclaimed by the Company and the Subsidiaries), (b) has been furnished with or given adequate access to such information about the Company, its Subsidiaries and their respective businesses as Parent has requested, (c) to the extent it has deemed appropriate, has addressed in this Agreement any matters arising out of its investigation and the information provided to it and (d) will not assert any claim against the Company or any of its partners, directors, officers, employees, attorneys, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons or Affiliates, or Affiliates of Affiliates, that is based on, or hold any such Persons liable for, any inaccuracies, misstatements or omissions with respect to information furnished by the Company or any such Persons concerning the Company, its Subsidiaries, their respective businesses, this Agreement or the transactions contemplated hereby (subject to the last sentence of this Section 4.8). Purchaser expressly acknowledges that neither Seller Without limiting the generality of the foregoing, none of the Company nor any of its Affiliates has made or representatives are making any representation or warranty with respect to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, (i) except as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information explicitly set forth in Article III hereof (as modified by the Seller Company Disclosure LetterSchedules), any information, documents or materials made available to Parent in the “data room” created for purposes of the sale of the Company, any management presentations, offering memoranda, confidential information memoranda or in any other form in anticipation of the transactions contemplated hereby or (ii) any financial projections, estimates or forecasts relating to the Company or its Subsidiaries. With respect to any such projections, estimates or forecasts made available by or on behalf of the Company, Parent acknowledges that (w) there are uncertainties inherent in attempting to make projections, estimates or forecasts, and neither Seller nor such projections, estimates or forecasts may not be accurate, (x) it is familiar with such uncertainties, (y) it is taking full responsibility for making its evaluation of the adequacy and accuracy of all such projections, estimates and forecasts so furnished to it (including the reasonableness of the assumptions underlying such projections, estimates or forecasts) and (z) it shall make no claim against the Company (or any of its Affiliates nor any other Person shall have or be subject to any liability topartners, Purchaserdirectors, its Affiliatesofficers, their respective Subsidiariesemployees, advisors, managers, agents, shareholders, Controlling persons members, consultants, investment bankers, brokers, representatives, controlling persons, Affiliates or Representatives Affiliates of Affiliates) or any other Person resulting from with respect thereto. Notwithstanding the distribution to Purchaser foregoing, nothing in this Section 4.8 shall prohibit, restrict or its Representatives otherwise limit any Action by Parent or Purchaser’s use Merger Sub hereunder in respect of any such information, including the any confidential information memoranda or management presentations distributed by, Fraud by or on behalf of, of the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebySubsidiaries.

Independent Investigation; No Reliance. In connection with Seller Holdings has conducted its investment decisionown independent investigation, Purchaser expressly acknowledges that it verification, review and its Representatives have inspected analysis of the business, operations, technology, assets, liabilitiesLiabilities, results of operations, financial condition condition, technology and prospects of the Company Buyers and have conducted such independent reviewtheir Subsidiaries, investigation which investigation, review and analysis (financial was conducted by Seller Holdings and otherwise) its Affiliates and, to the extent Seller Holdings deemed appropriate, by the Representatives of Seller Holdings. In entering into this Agreement, Seller Holdings acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnelBuyers, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller their Subsidiaries or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, their respective Representatives (except for the specific representations and warranties set forth in this Agreement and the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letterother Ancillary Agreements to which it is a party and subject to the qualifications and limitations therein), and Purchaser hereby expressly Seller Holdings acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on agrees, to the basis of Purchaser’s own investigationfullest extent permitted by Law, analysisthat: (a) neither the Buyers, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller their Subsidiaries nor any of its Affiliates their respective Affiliates, controlling Persons or Representatives makes or has made any representation oral or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information regarding the Companymade available to Seller Holdings, its businesses Affiliates or the transactions contemplated by this Agreementits Representatives, except for the information set forth in Article III materials made available in any “data room” (as modified virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the management of the Buyers or their Subsidiaries, in “break-out” discussions, in responses to questions submitted by or on behalf of Seller Disclosure Letter)Holdings, and its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of the Buyers or their Subsidiaries, or in any other form, or (ii) the pro-forma financial information, projections or other forward-looking statements of the Buyers or any of their Subsidiaries, in each case in expectation or furtherance of the Transactions; and (b) neither Seller the Buyers, their Subsidiaries nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its their respective Affiliates, their respective Subsidiaries, shareholders, Controlling persons controlling Persons or Representatives or any other Person resulting from the distribution shall have any Liability or responsibility whatsoever to Purchaser Seller Holdings or its Affiliates, controlling Persons or Representatives or Purchaser’s use of on any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room basis (including any electronic in contract or “virtual” data room)tort, under federal or state securities Laws or otherwise) based upon any information contained in any publication, document or other form provided or made available, or any omission thereof statements made, in presentations by the Buyers’ management or thereinotherwise, to Purchaser Seller Holdings or its Affiliates, controlling Persons or Representatives (or any omissions therefrom). Nothing set forth in this Section 3.8 shall relieve any party hereunder of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyany liability for Fraud actually committed (either by action, inaction or omission) by such party.

Independent Investigation; No Reliance. In connection with entering into this Agreement, the Company or its investment decision, Purchaser expressly acknowledges that it and its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis of Parent (financial and otherwiseits and its Subsidiaries’ business, assets, condition, operations and prospects) of the Company as desired by Purchaserthe Company. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by the Company are not done in reliance upon any representation or warranty or omission by, or information from, Seller Parent or any of its Affiliates Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2. The consummation of the transactions contemplated hereby by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation Company are instead done entirely on the basis of Purchaserthe Company’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyParent, as well as those representations and warranties by SellerParent, as specifically and expressly set forth in Article III (as modified by IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2. Without limiting the Seller Disclosure Letter). Purchaser expressly foregoing, the Company acknowledges and agrees that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates Parent nor any other Person has made any representation or warranty, express or implied, (a) as to the accuracy or completeness of any information regarding Parent or the Companytransactions contemplated by this Agreement not specifically and expressly set forth in Article IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2, (b) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available to the Company or any of its businesses Representatives, including any materials or information made available in the electronic data room for Project Xxxxxxxx maintained by Parent for purposes of the transactions contemplated by this Agreement, except for the information set forth via confidential memorandum, in Article III (as modified connection with presentations by the Seller Disclosure Letter)Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties, and (c) neither Seller nor any of its Affiliates Parent nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Company or any other Person resulting from the distribution to Purchaser the Company or its Representatives representatives or Purchaserthe Company’s use of any such information, including information referred to in clause (a) or (b) above. Notwithstanding the any confidential information memoranda foregoing or management presentations distributed by, or on behalf of, anything to the Company relating to its businesses, any such information contrary contained in the VDR or any other data room this Agreement, nothing in this Agreement (including any electronic or “virtual” data room), or any information contained this Section 3.24) shall limit in any publication, document way claims or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, such Purchaser expressly acknowledges that it and/or its representatives has inspected and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Oxbow Mine as desired by such Purchaser. Such Purchaser hereby expressly acknowledges that Seller has provided had an opportunity to ask questions and receive answers to its satisfaction from Sellers and their representatives regarding the Oxbow Mine, and such Purchaser with access is capable of evaluating the risks and merits of its decision to purchase the personnelOLC Interests or the Purchased Assets, propertiesas applicable, premises and books and records of the Company for this purposeprotecting its own interests in connection therewith. Purchaser hereby expressly acknowledges that its The purchase of the OLC Interests or the Purchased Interest Assets, as applicable, by such Purchaser and the consummation of the transactions contemplated hereby by such Purchaser are not done in reliance upon any representation or warranty or omission by, or information from, Seller Sellers or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives of any sort, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV (as modified by the Seller Disclosure LetterSchedules hereto), and such Purchaser hereby expressly acknowledges that Seller Sellers expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of such Purchaser’s own investigationinvestigations, analysisanalyses, judgment judgments and assessment assessments of the present and potential value and earning power of the Company, Oxbow Mine as well as those representations and warranties by Seller, as Sellers specifically and expressly set forth in Article III ARTICLE IV (as modified by the Seller Disclosure LetterSchedules hereto). Such Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has Sellers have not made any representation representations or warranty warranties to such Purchaser regarding the probable success or profitability of the Company or its businessOxbow Mine. Such Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates Sellers nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers, the CompanyOLC Interests, its businesses or the Purchased Assets, the Oxbow Mine, the transactions contemplated by this Agreement, except for Agreement and the information coal reserves at the Real Property not specifically and expressly set forth in Article III ARTICLE IV (as modified by the Seller Disclosure LetterSchedules hereto), including in respect of the Reserve Data or the quality or quantity of the coal reserves at the Real Property, and neither Seller nor any none of its Affiliates nor Sellers or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives Liability to such Purchaser or any other Person resulting from the distribution to such Purchaser or its Representatives representatives or Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf ofof Sellers or relating to the OLC Interests, the Company relating Purchased Assets or the Oxbow Mine or other publications or data room information provided to such Purchaser or its businessesrepresentatives, any such information contained in the VDR or any other data room (including any electronic document or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to such Purchaser or any of its Representatives representatives, including management presentations, in connection with the purchase and sale of the OLC Interests or the Purchased Interest Assets, as applicable, and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and Buyer or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies as desired by PurchaserBuyer to its full satisfaction. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Shares by Buyer and the consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller Seller, the Acquired Companies or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III 4 (in each case, as modified by the Seller Disclosure Letterschedules attached hereto), and Purchaser hereby expressly Buyer acknowledges that the Company and Seller expressly disclaims disclaim any other representations and warranties, and Buyer disclaims any reliance thereon. Such purchase and consummation are instead done entirely on the basis of PurchaserXxxxx’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyAcquired Companies, as well as those representations and warranties by the Company and Seller, as applicable, specifically and expressly set forth in Article III 4 (in each case, as modified by the Seller Disclosure Letterschedules attached hereto). Purchaser expressly Buyer acknowledges that neither the Acquired Companies nor Seller nor any of its Affiliates has made any representation representations or warranty warranties to Purchaser Buyer regarding the probable success or profitability of the Acquired Companies or their respective businesses or the ability of an Acquired Company or its businessbusiness to meet any published or internally-prepared projections (financial or otherwise), budgets, plans, or forecasts of revenues, earnings, or other financial performance measures or operating statistics. Purchaser Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates Seller, the Acquired Companies nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, its their respective businesses or the transactions Transactions contemplated by this Agreement, except for the information in any such case, not specifically and expressly set forth in Article III 4 (in each case, as modified by the Seller Disclosure Letterschedules), and neither Seller nor any none of its Affiliates nor Seller, the Acquired Companies or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer or its Representatives representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its representatives, or any omission thereof or thereinincluding management presentations and other due diligence materials, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated herebyhereby provided, however, that nothing in the foregoing or elsewhere in this Agreement shall constitute a waiver of any claim with respect to Fraud, or release or relieve the Seller from any liability or damages arising out of or in connection with Fraud made by, on behalf of or relating to the Sellers or any Acquired Company.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and the Buyer and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and the Subsidiaries as desired by Purchaserthe Buyer. Purchaser hereby expressly The Buyer acknowledges and agrees that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest Shares by the Buyer and the consummation of the transactions contemplated hereby by the Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Seller, the Company, any Subsidiary or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly Buyer acknowledges and agrees that the Company and the Seller expressly disclaims any other representations representation and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaserthe Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and the Subsidiaries, as well as those representations and warranties by the Company and the Seller, as applicable, specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules). Purchaser expressly The Buyer acknowledges and agrees that neither none of the Company or the Seller nor has made, and the Buyer is not relying on, any of its Affiliates has made any representation representations or warranty warranties to Purchaser the Buyer regarding the probable success or profitability of the Company Company, the Subsidiaries or its businesstheir respective businesses. Purchaser The Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates the Seller, the Company, the Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Subsidiaries, their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and neither Seller nor any none of its Affiliates nor the Seller, the Company, the Subsidiaries or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives Liability to the Buyer or any other Person resulting from the distribution to Purchaser the Buyer or its Representatives representatives or Purchaserthe Buyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company or the Subsidiaries relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to the Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to the Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decisionentering into this Agreement, Purchaser expressly acknowledges that it and its Parent, Merger Sub or their respective Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company Xxxxxxxx Companies (and their respective businesses, assets, conditions, operations and prospects) as desired by PurchaserParent and Merger Sub. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Parent and Merger Sub are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Xxxxxxxx Companies or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified or in any certificate or agreement delivered at Closing pursuant to Section 2.2. The consummation of the transactions contemplated hereby by the Seller Disclosure Letter), Parent and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation Merger Sub are instead done entirely on the basis of PurchaserParent’s and Merger Sub’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyXxxxxxxx Companies, as well as those representations and warranties by Sellerthe Company, as specifically and expressly set forth in Article III (as modified by or in any certificate or agreement delivered at Closing pursuant to Section 2.2. Without limiting the Seller Disclosure Letter). Purchaser expressly acknowledges foregoing, Parent and Merger Sub acknowledge and agree that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, (a) as to the accuracy or completeness of any information regarding the CompanyXxxxxxxx Companies or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III or in any certificate or agreement delivered at Closing pursuant to Section 2.2, (b) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available to Parent, Merger Sub or any of its businesses Representatives, including any materials or information made available in the electronic data room for Project Xxxxxxxx maintained by the Company for purposes of the transactions contemplated by this Agreement, except for the information set forth via confidential memorandum, in Article III (as modified connection with presentations by the Seller Disclosure Letter)Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties and (c) neither Seller nor any of its Affiliates the Xxxxxxxx Companies nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons to Parent or Representatives Merger Sub or any other Person resulting from the distribution to Purchaser Parent or its Representatives representatives or PurchaserParent’s or Merger Sub’s use of any such information, including information referred to in clause (a) or (b) above. Notwithstanding the any confidential information memoranda foregoing or management presentations distributed by, or on behalf of, anything to the Company relating to its businesses, any such information contrary contained in the VDR or any other data room this Agreement, nothing in this Agreement (including any electronic or “virtual” data room), or any information contained this Section 4.5) shall limit in any publication, document way claims or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it the Buyer and its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and the Company Subsidiaries as desired by Purchaserthe Buyer. Purchaser hereby expressly The Buyer acknowledges and agrees that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest Shares by the Buyer and the consummation of the transactions contemplated hereby by the Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Sellers, the Company or any of its Affiliates or Representativesother Person, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Seller Disclosure LetterSchedule) and the certificate delivered pursuant to Section 3.1(b)(iii), and Purchaser hereby the Buyer acknowledges and agrees that the Sellers and the Company expressly acknowledges that Seller expressly disclaims disclaim any other representations representation and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s the Buyer's own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and the Company Subsidiaries, as well as those representations and warranties by Sellerthe Sellers and the Company, as applicable, specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Seller Disclosure LetterSchedule) and the certificate delivered pursuant to Section 3.1(b)(iii). Purchaser expressly The Buyer acknowledges and agrees that neither Seller the Company nor any of its Affiliates Seller has made made, and the Buyer is not relying on, any representation representations or warranty warranties to Purchaser the Buyer regarding the probable success or profitability of the Company, the Company Subsidiaries or its businesstheir respective businesses. Purchaser The Buyer further expressly acknowledges that neither Seller the Company nor any of its Affiliates nor any other Person Seller has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Company Subsidiaries or their respective businesses or the transactions contemplated by this Agreement, except for the information representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Seller Disclosure LetterSchedule) and the certificate delivered pursuant to Section 3.1(b)(iii), and neither Seller nor any none of its Affiliates nor the Sellers, the Company or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Buyer or any other Person resulting from the distribution to Purchaser the Buyer or its Representatives representatives or Purchaser’s the Buyer's use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company relating to its businesses, any such information contained in the VDR business or any other publications or data room (including any electronic or “"virtual” " data room)) information provided or made available to the Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to the Buyer or its representatives, including management presentations, confidential information memorandums, teasers or "break-out" discussions, in response to diligence or other questions submitted by or on behalf of the Buyer (whether orally or in writing), or in any omission thereof or therein, to Purchaser or any other form in expectation of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby. The Buyer has sufficient knowledge and experience in financial matters so that it is capable of evaluating the merits and risks of its participation in the transactions contemplated hereby and is capable of bearing the economic risks of its investment in the equity interests of the Company. The Buyer acknowledges that, should the Closing occur, the Buyer will acquire the Shares, the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an "as is" condition and on a "where is" basis, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Disclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii). The Buyer acknowledges that, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Disclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii), none of the Sellers, the Company or any other Person has made any representation or warranty regarding the pro forma financial information, cost estimates, financial or other projections, forecasts, estimates, budgets, plans or any other forward-looking statements of the Company or the Company Subsidiaries, and none of the Sellers, the Company or any other Person will have any liability with respect thereto. Notwithstanding the foregoing, or anything in this Agreement to the contrary, nothing herein will limit rights or remedies in the case of Fraud.

Independent Investigation; No Reliance. In connection with Buyer has conducted its investment decisionown independent investigation, Purchaser expressly acknowledges that it review and its Representatives have inspected analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Company and have conducted such independent reviewBusiness, investigation which investigation, review and analysis (financial was done by Buyer and otherwise) of its Affiliates and Representatives. Except for the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises representations and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest warranties contained in Article 4 and the consummation certificates described in Sections 7.3(a) –(c), Buyer acknowledges and agrees that (a) in entering into this Agreement, it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the transactions contemplated hereby are not done in reliance upon Seller or its representatives and (b) none of Seller, any Other Seller, or any Subsidiaries or Affiliates of Seller nor any other Person makes any other express, implied or statutory representation or warranty (including in any information, document or omission bymaterial made available to Buyer or its counsel or other representatives in Buyer’s due diligence review, including in “data rooms” (electronic or information fromotherwise) or management presentations) with respect to the Business, Seller the Purchased Assets, the Assumed Liabilities or any of its Affiliates or Representatives, whether oral or written, express or impliedotherwise, including any implied warranty warranties of merchantability or of merchantability, fitness for a particular purpose, except title, enforceability or noninfringement or any projections, estimates and budgets for the representations Business. Buyer acknowledges that there are assumptions inherent in making any such projections, estimates and warranties specifically budgets, Buyer is familiar with such uncertainties and that Buyer is responsible for making its own evaluation of the Business and shall have no claim against Seller with respect thereto. Buyer expressly acknowledges and agrees that it is not relying on any statement or representation made by or on behalf of Seller, any Other Seller, or any Subsidiaries of Affiliates of Seller except as set forth in Article III 4 (as modified qualified by the Seller Disclosure Letterschedules) and the certificates described in Sections 7.3(a) –(c), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties no person has been authorized by Seller, as specifically and expressly set forth in Article III (as modified by the any Other Seller, or any Subsidiaries or Affiliates of Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor to make any of its Affiliates has made any other representation or warranty relating to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the other Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf ofParties, the Company relating to its businessesBusiness, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and Assets or the transactions contemplated hereby.Assumed Liabilities. Nothing in this Section 5.9 shall relieve Seller from Liability for any Fraud. 57

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly Buyer agrees and acknowledges that it and Buyer and/or its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as desired by PurchaserBuyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records The acquisition of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest Units and the consummation of the other transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Sellers, the Company or any of its their respective Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) and in any certificate delivered by any Seller Disclosure Letter)or the Company pursuant to this Agreement, and Purchaser hereby expressly Buyer acknowledges that Seller the Sellers expressly disclaims disclaim any other representations and warranties. Such purchase acquisition and consummation are instead done entirely on the basis of PurchaserBuyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and its Subsidiaries, as well as those representations and warranties by Seller, as the Sellers specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) and in any certificate delivered by any Seller Disclosure Letter)or the Company pursuant to this Agreement, and Buyer acknowledges and agrees that Buyer is sophisticated in both financial matters and with respect to the industry in which the Company and its Subsidiaries each operate. Purchaser expressly In connection with Buyer’s and its Affiliates’ investigation of the Company and its Subsidiaries, Buyer and its Affiliates have received from or on behalf of the Company and its Subsidiaries certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries. Buyer acknowledges that neither Seller nor any of there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer and its Affiliates has made any representation or warranty are familiar with such uncertainties, that Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to Purchaser regarding it (including the probable success or profitability reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer and its Affiliates shall have no claim against the Sellers, the Company or its businessSubsidiaries, any of their Affiliates or any of their Representatives of any of the foregoing with respect thereto. Purchaser Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates the Sellers, the Company, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyCompany or its Subsidiaries, its businesses their business or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III the representations and warranties set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) or in any certificate delivered by any Seller Disclosure Letter)or the Company pursuant to this Agreement, and neither Seller nor any none of its Affiliates nor the Sellers, the Company or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer or its Representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations presentation distributed by, or on behalf of, of the Company relating to its businesses, any such information contained in the VDR business and that of its Subsidiaries or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its Representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its Representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) or in any certificate delivered by any Seller or the Company pursuant to this Agreement, Buyer is acquiring the Company on an ‘as is, where is’ basis.

Independent Investigation; No Reliance. In connection with its investment decisionacquisition of the Purchased Assets and assumption of the Assumed Liabilities, Purchaser expressly acknowledges that it and Buyer and/or its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Business, the Purchased Assets and the Assumed Liabilities as desired by PurchaserBuyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Assets and the assumption of the Assumed Liabilities by Buyer and the consummation of the transactions contemplated hereby Transactions by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller Seller, the Business or any of its their respective Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly Buyer acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on Without limiting the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as of Seller specifically and expressly set forth in Article III IV (as modified by the Disclosure Schedules), Buyer acknowledges that Seller has not made any representations or warranties to Buyer regarding the probable success or future profitability of the Business or the Purchased Assets. Without limiting the representations and warranties of Seller specifically and expressly set forth in Article IV (as modified by the Disclosure LetterSchedules). Purchaser expressly , Buyer further acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person of its Representatives resulting from the distribution to Purchaser Buyer or its Representatives or PurchaserBuyer’s use of any such other information, including the any confidential information memoranda contained or referenced in management presentations presentation distributed by, or on behalf of, the Company of Seller relating to its businesses, any such information contained in the VDR Business or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its Representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its Representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Assets and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with entering into this Agreement, the Company or its investment decision, Purchaser expressly acknowledges that it and its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis of Parent (financial and otherwiseits and its Subsidiaries’ business, assets, condition, operations and prospects) of the Company as desired by Purchaserthe Company. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby are by the Company is not done in reliance upon any representation or warranty or omission by, or information from, Seller Parent or any of its Affiliates Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified VI or in any certificate or agreement delivered in connection herewith. The consummation of the transactions contemplated hereby by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are Company is instead done entirely on the basis of Purchaserthe Company’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by SellerParent, as specifically and expressly set forth in Article III (as modified by VI or in any certificate or agreement delivered in connection herewith. Without limiting the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of foregoing, the Company or its business. Purchaser further expressly acknowledges and agrees that (a) neither Seller nor any of its Affiliates Parent nor any other Person on behalf of Parent has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses Parent or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III VI or in any certificate or agreement delivered in connection herewith, (as modified by b) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information made available to the Seller Disclosure Letter), and neither Seller nor Company or any of its Affiliates Representatives, including any materials or information made available via confidential memorandum, in connection with presentations by Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties, and (c) neither Parent nor any other Person shall on behalf of Parent will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Company or any other Person resulting from the distribution to Purchaser the Company or its Representatives representatives or Purchaserthe Company’s use of any such information, including information referred to in clause (b) above. Notwithstanding the any confidential information memoranda foregoing or management presentations distributed by, or on behalf of, anything to the Company relating to its businesses, any such information contrary contained in the VDR or any other data room this Agreement, nothing in this Agreement (including any electronic or “virtual” data room), or any information contained this Section 5.26) shall limit in any publication, document way claims or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives Buyer, Merger Sub and/or their respective representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company WU Companies as desired by PurchaserBuyer and Merger Sub. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Buyer and Merger Sub are not done in reliance upon any representation or warranty or omission by, or information from, Seller the WU Companies or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (as modified by the Seller Disclosure LetterSchedules) or the certificate to be delivered pursuant to Section 3.2(a), and Purchaser hereby expressly acknowledges Buyer and Merger Sub acknowledge that Seller the Company expressly disclaims any other representations and warranties. Such purchase and consummation are is instead done entirely on the basis of PurchaserBuyer’s and Merger Sub’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyWU Companies, as well as those representations and warranties by Sellerthe Company and the Seller Representative, as applicable, specifically and expressly set forth in Article III IV (as modified by the Seller Disclosure LetterSchedules) or the certificate to be delivered pursuant to Section 3.2(a). Purchaser expressly acknowledges Buyer and Merger Sub acknowledge that neither the Company nor the Seller nor any of its Affiliates has Representative have made any representation representations or warranty warranties to Purchaser Buyer or Merger Sub regarding the probable success or profitability of the Company WU Companies or its businesstheir respective businesses. Purchaser Buyer and Merger Sub further expressly acknowledges acknowledge that neither Seller nor any none of its Affiliates the Sellers, the Company, the Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyWU Companies, its their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV (as modified by the Seller Disclosure LetterSchedules) or the certificate to be delivered pursuant to Section 3.2(a), and neither Seller nor any none of its Affiliates nor the Sellers, the WU Companies or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons to Buyer or Representatives Merger Sub or any other Person resulting from the distribution to Purchaser Buyer or its Representatives Merger Sub or Purchasertheir respective representatives or Buyer’s or Merger Sub’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company WU Companies relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or Merger Sub or their respective representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or Merger Sub or their respective representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and the Buyer and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and the Subsidiary as desired by Purchaserthe Buyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Shares by the Buyer and the consummation of the transactions contemplated hereby by the Parent and the Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Sellers, the Company, the Subsidiary or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly the Parent and the Buyer acknowledges that Seller the Company and the Sellers expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaserthe Parent’s and the Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and the Subsidiary, as well as those representations and warranties by Sellerthe Company and the Sellers, as applicable, specifically and expressly set forth in Article III IV and Article V (as modified by the Seller Disclosure LetterSchedules). Purchaser expressly acknowledges The Parent and the Buyer acknowledge that neither Seller the Company nor any of its Affiliates has the Sellers have made any representation representations or warranty warranties to Purchaser the Parent or the Buyer regarding the probable success or profitability of the Company Company, the Subsidiary or its businesstheir respective businesses. Purchaser The Parent and the Buyer further expressly acknowledges acknowledge that neither Seller nor any none of its Affiliates the Sellers, the Company, the Subsidiary nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Subsidiary, the Korean JV or their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III this Agreement (as modified by the Seller Disclosure LetterSchedules), and neither Seller nor any none of its Affiliates nor the Sellers, the Company, the Subsidiary or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons to the Parent or Representatives the Buyer or any other Person resulting from the distribution to Purchaser the Parent or the Buyer or its Representatives representatives or Purchaserthe Parent’s or the Buyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf ofof the Company, the Company Subsidiary or the Korean JV relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to the Parent or the Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to the Parent or the Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its Purchaser’s investment decisiondecision to proceed with the transactions contemplated by this Agreement, Purchaser expressly acknowledges that it and its Representatives have inspected conducted an independent review, investigation and analysis (financial and otherwise) of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company Group Companies as desired by by, and to the satisfaction of, Purchaser. Purchaser hereby expressly acknowledges and agrees that Seller has and the Group Companies have provided Purchaser with access to the personnel, properties, premises properties and books and records of the Company Group Companies for this purpose. Purchaser hereby expressly acknowledges and agrees that its purchase of the Purchased Interest Shares and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyGroup Companies, as well as and that it is not relying on any representations, warranties, statements, discussions or any other communication other than those representations and warranties by Seller, as specifically and expressly set forth in Article III 3 (as modified by the Seller Disclosure LetterSchedule). Purchaser expressly acknowledges and agrees that neither Seller nor none of Seller, the Group Companies, any of its Affiliates has made any representation their respective Affiliates, employees, Representatives or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made or is making any representation or warrantywarranty whatsoever, express or implied, in connection with the transactions contemplated hereby, as to the Group Companies and their businesses and operations, or as to the accuracy or completeness of any information regarding the Company, its Group Companies and their businesses or the transactions contemplated by this Agreement, except for the information and operations beyond those expressly set forth in Article III 3 (as modified by the Seller Disclosure LetterSchedule), and neither Seller nor none of Seller, the Group Companies, or any of its Affiliates nor their respective Affiliates, employees, Representatives or any other Person shall have or be subject to any liability to, to Purchaser, its Affiliates, their respective Subsidiaries, shareholdersstockholders, Controlling controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including the any other confidential information memoranda or management presentations distributed by, or on behalf of, the Company Group Companies relating to its businessestheir businesses and operations, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with Buyer has conducted its investment decisionown independent investigation, Purchaser expressly verification, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, technology and prospects of Blocker, the Company and their Subsidiaries, which investigation, review and analysis was conducted by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by the Representatives of Buyer. Buyer acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has been provided Purchaser with access to the personnel, properties, premises and books and records of Blocker, the Company and their Subsidiaries for this such purpose. Purchaser hereby expressly In entering into this Agreement, Buyer acknowledges that its purchase it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Purchased Interest and Sellers, Blocker, the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission byCompany, or information from, Seller their Subsidiaries or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, their respective Representatives (except for the specific representations and warranties set forth in this Agreement and the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letterother Ancillary Agreements to which it is a party and subject to the qualifications and limitations therein), and Purchaser hereby expressly Buyer acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on agrees, to the basis of Purchaser’s own investigationfullest extent permitted by Law, analysisthat: (a) neither the Sellers, judgment and assessment of the present and potential value and earning power of Blocker, the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller their Subsidiaries nor any of its Affiliates their respective Affiliates, controlling Persons or Representatives makes or has made any representation oral or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for of the information set forth in Article III management presentations relating to the Sellers, Blocker, the Company or their Subsidiaries made available to Buyer, its Affiliates or its respective Representatives, in materials made available in any “data room” (as modified virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the Seller Disclosure Letter)management of Blocker, and the Company or their Subsidiaries, in “break-out” discussions, in responses to questions submitted by or on behalf of Buyer, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of Blocker, the Company or their Subsidiaries, or in any other form, or (ii) the pro-forma financial information, projections or other forward-looking statements of Blocker, the Company or any of their Subsidiaries, in each case in expectation or furtherance of the Transactions; and (b) neither Seller any Seller, Blocker, the Company, their Subsidiaries nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its their respective Affiliates, their respective Subsidiaries, shareholders, Controlling persons controlling Persons or Representatives or any other Person resulting from the distribution shall have any Liability or responsibility whatsoever to Purchaser Buyer or its Affiliates, controlling Persons or Representatives or Purchaser’s use of on any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room basis (including any electronic in contract or “virtual” data room)tort, under federal or state securities Laws or otherwise) based upon any information contained in any publication, document or other form provided or made available, or any omission thereof statements made (including set forth in management summaries relating to Blocker, the Company and their Subsidiaries provided to Buyer, in materials furnished in the Company’s data site (virtual or thereinotherwise), in presentations by Blocker’s or the Company’s management or otherwise), to Purchaser Buyer or its Affiliates, controlling Persons or Representatives (or any omissions therefrom). Nothing set forth in this Section 5.11 shall relieve any party hereunder of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyany liability for Fraud actually committed (either by action, inaction or omission) by such party.

Independent Investigation; No Reliance. In connection with its investment decisionthe decision to invest in the SUSA Shares and acquire the Purchased Assets, Purchaser expressly acknowledges that it and its Representatives the Buyer Parties (or their respective Representatives) have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies and the Business as desired by PurchaserBuyer Parties. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the SUSA Shares by Buyer, the acquisition of the Purchased Interest Assets and the consummation of the transactions Transactions contemplated hereby by the Buyer Parties are not done in reliance upon any representation or warranty or omission by, or information from, the Seller Parties, the Acquired Companies or any of its Affiliates their respective Affiliates, employees or Representatives, whether oral or written, express or implied, implied (including any implied warranty of merchantability or of fitness for a particular purpose), except (a) for the representations and warranties specifically and expressly set forth in Article III IV hereof (as modified by the Seller Disclosure LetterSchedules), (b) any representations and Purchaser hereby expressly acknowledges warranties made by the Stockholder or its Affiliates in any Transaction Document or any certificate delivered hereunder and (c) any information provided by the Seller Parties, the Acquired Companies or any of their respective Affiliates, employees or Representatives that Seller would otherwise constitute fraud, and the Buyer Parties acknowledge that the Stockholder expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s the Buyer Parties’ own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyBusiness and the Acquired Companies, as well as (a) those representations and warranties by Seller, as the Stockholder specifically and expressly set forth in Article III IV hereof (as modified by the Disclosure Schedules), (b) any representations and warranties made by the Stockholder or its Affiliates in any Transaction Document or any certificate delivered hereunder or (c) any information provided by the Seller Disclosure Letter)Parties, the Acquired Companies or any of their respective Affiliates, employees or Representatives that would otherwise constitute fraud. Purchaser expressly acknowledges The Buyer Parties acknowledge that neither the Seller Parties nor any of its Affiliates has Acquired Company have made any representation representations or warranty warranties to Purchaser the Buyer Parties regarding the probable success or profitability of the Company Acquired Companies or its businessthe Business. Purchaser The Buyer Parties further expressly acknowledges acknowledge that neither none of the Seller nor any of its Affiliates Parties, the Acquired Companies nor any other Person has made any representation or warranty, warranty (express or implied, ) as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, its businesses the Business or the transactions Transaction contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV hereof (as modified by the Seller Disclosure LetterSchedules), and neither none of the Seller nor any of its Affiliates Parties, the Acquired Companies nor any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives responsibility whatsoever to any Buyer Party or any other Person resulting from the distribution to Purchaser the Buyer Parties or its their Representatives (or Purchaser’s the omission to so distribute, provide, make available or state) or use by the Buyer Parties or any such Person of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room)) information provided or made available to the Buyer Parties or their Representatives, or any other document or information contained in any publication, document or other form provided or made available, available to the Buyer Parties or any omission thereof or therein, to Purchaser or any of its their Representatives (including management presentations) in connection with the purchase and sale of the Purchased Interest SUSA Shares and the transactions Purchased Assets and the Transaction contemplated hereby, except any information provided by the Seller Parties, the Acquired Companies or any of their respective Affiliates, employees or Representatives constituting fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller the Company has provided Purchaser with access to the personnel, properties, premises and books and records of the Company and its Subsidiaries for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest Shares and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Seller, the Company or any of its Affiliates their respective Affiliates, employees or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or the Seller Disclosure Letter, as applicable), and Purchaser hereby expressly acknowledges that the Seller and the Company expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and its Subsidiaries, as well as those representations and warranties by the Company and the Seller, as applicable specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or the Seller Disclosure Letter, as applicable). Purchaser expressly acknowledges that neither the Company, nor the Seller nor any of its their respective Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller the Seller, nor the Company, nor any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, any of its Subsidiaries, their respective businesses or the Table of Contents transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or the Seller Disclosure Letter, as applicable), and neither Seller the Seller, nor the Company, nor any of its their respective Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholdersstockholders, Controlling controlling persons or Representatives or any other Person resulting from the distribution to Purchaser or its Representatives or Purchaser’s use of any such information, including the Initial Discussion Materials, the Confidential Information Presentation, any other confidential information memoranda or management presentations distributed by, or on behalf of, the Company or any of its Subsidiaries relating to its their respective businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated hereby. In no event shall the foregoing acknowledgments and disclaimers by Purchaser be deemed to exclude liability for actual fraud committed by the Seller in the making of the representations and warranties set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or Seller Disclosure Letter, as applicable).

Independent Investigation; No Reliance. In connection with Buyer has conducted its investment decisionown independent review and analysis of the Companies and their condition, Purchaser expressly cash flow and prospects, and acknowledges that it has been provided access to the properties, premises and its Representatives have inspected records of the businessCompanies for this purpose. Buyer understands, operationsacknowledges and agrees that the representations and warranties of Seller expressly and specifically set forth in Article IV (as qualified and modified by the Schedules) constitute the sole and exclusive representations and warranties to Buyer in connection with the transactions contemplated hereby. Buyer understands, technologyacknowledges and agrees that all other representations and warranties of any kind or nature, assets, liabilitiesexpress or implied (including any relating to the future or historical financial condition, results of operations, financial condition and prospects assets or liabilities of the Company and have conducted such independent reviewCompanies or any one of them, investigation and analysis (financial and otherwise) or the quality, quantity or condition of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records assets of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby Companies) are not done in reliance upon any representation or warranty or omission by, or information from, Seller or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties disclaimed by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates Companies nor any other Person has made makes or provides, and Buyer hereby waives, any representation warranty or warrantyrepresentation, express or implied, as to the quality, merchantability, fitness for a particular purpose or conformity to samples, except as expressly and specifically set forth in Article IV (as qualified and modified by the Schedules). In connection with Buyer’s investigation of the Companies, Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Companies and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer hereby acknowledges that neither Seller nor any Company is making any representation or completeness warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, or any information regarding the Company, its businesses or the transactions other matters except as expressly and specifically set forth in Article IV. Except as contemplated by this Agreement, except for the information set forth in Article III (as modified by the Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person Company shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer, or its Representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, the Company relating to its businessesreliance on, any such estimates, projections and forecasts or any information, confidential information contained memoranda, documents or material made available to Buyer in any data rooms, virtual data rooms, management presentations or in any other fonn in expectation of, or in connection with, the VDR transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 5.9 or elsewhere in this Agreement, nothing in this Agreement, or any other data room (including document incorporated into or referenced in this Agreement, will operate to limit any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser claim by Buyer or any of its Representatives in connection with Affiliates (including, after the purchase and sale of Closing, the Purchased Interest and the transactions contemplated herebyCompanies) for fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and Buyer and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company as desired by PurchaserBuyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller Seller, the Company or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly Buyer acknowledges that the Company and Seller expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of PurchaserBuyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by the Company and Seller, as specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and Buyer acknowledges and agrees that Buyer is sophisticated in both financial matters and with respect to the industry in which the Company operates. Purchaser expressly Buyer further acknowledges that neither none of the Company or Seller nor any of its Affiliates has made any representation representations or warranty warranties to Purchaser Buyer regarding the probable success or profitability of the Company or its business. Purchaser Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates Seller, the Company, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses business or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and neither Seller nor any none of its Affiliates nor Seller, the Company or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer or its Representatives representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations presentation distributed by, or on behalf of, of the Company relating to its businesses, any such information contained in the VDR business or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and Buyer and/or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and the Subsidiaries as desired by PurchaserBuyer. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Shares by Buyer and the consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Sellers, the Company, the Subsidiaries or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and Purchaser hereby expressly Buyer acknowledges that Seller the Company and the Sellers expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of PurchaserBuyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany and the Subsidiaries, as well as those representations and warranties by Sellerthe Company and the Sellers, as applicable, specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules). Purchaser expressly Buyer acknowledges that neither Seller the Company nor any of its Affiliates has the Sellers have made any representation representations or warranty warranties to Purchaser Buyer regarding the probable success or profitability of the Company Company, the Subsidiaries or its businesstheir respective businesses. Purchaser Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates the Sellers, the Company, the Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its the Subsidiaries, their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Seller Disclosure LetterSchedules), and neither Seller nor any none of its Affiliates nor the Sellers, the Company, the Subsidiaries or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to Buyer or any other Person resulting from the distribution to Purchaser Buyer or its Representatives representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company or the Subsidiaries relating to its businesses, any such information contained in the VDR their respective businesses or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Shares and the transactions contemplated herebyhereby except as expressly set forth in the Agreement.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and Buyer or its Representatives representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies as desired by PurchaserBuyer and have evaluated such documents and information as Buyer has deemed necessary to enable it to make an informed decision with respect to the transactions contemplated by this Agreement. Purchaser hereby expressly Buyer acknowledges that Seller has it or its representatives have been provided Purchaser with adequate access to the personnel, properties, premises and assets, premises, books and records and other documents and data of the Company Acquired Companies for this such purpose. Purchaser hereby expressly acknowledges that its purchase Buyer has been given the opportunity to ask questions of the Purchased Interest Acquired Companies in connection with its due diligence investigation, and, to Buyer’s knowledge, such questions have been answered to Buyer’s satisfaction. The Buyer has not relied and the consummation of the transactions contemplated hereby are is not done in reliance upon relying on any statement, representation or warranty or omission bywarranty, or information from, Seller or any of its Affiliates or Representatives, whether oral or written, express or implied, including made by the Seller, the Company, or any implied warranty of merchantability their respective Affiliates or of fitness for a particular purposerepresentatives, except for the representations and warranties specifically and as expressly set forth in Article III (as modified ARTICLE III, with respect to representations made only by the Seller Disclosure Letter)as to itself, and Purchaser hereby expressly acknowledges that Seller expressly disclaims ARTICLE IV, with respect to representations made only by the Company as to itself and its Subsidiaries, and except for any other representations and warrantiescertificates delivered in connection with this Agreement. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment None of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person representatives shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Buyer or any other Person resulting from the distribution to Purchaser the Buyer, or its Representatives or Purchaserthe Buyer’s use of of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, except any such information, including documents or materials that are the subject to an express representation and warranty contained in ARTICLE III or ARTICLE IV of this Agreement and any confidential information memoranda or management presentations distributed by, or on behalf ofcertificates delivered in connection with this Agreement. None of the Seller, the Company relating to its businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to Purchaser or any of their respective Affiliates or representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and its Representatives Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and its Subsidiaries on an “as is” and “where is” basis, except as otherwise expressly set forth in ARTICLE IV and in any certificate delivered din connection with this Agreement. The Buyer acknowledges and agrees that the purchase representations and sale warranties in ARTICLE III and ARTICLE IV are the result of the Purchased Interest arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the transactions contemplated herebyBuyer is relying on such representations and warranties, solely for the rights to indemnification under ARTICLE VII.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly Buyer acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby are by this Agreement by Buyer is not done in reliance upon any representation or warranty or omission by, or information provided from, Seller any Acquired Company, any Shareholder, or any of its Affiliates their respective Affiliates, employees, or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III 3 (as modified by the Seller Disclosure Letter)Schedule) and Article 4, and Purchaser hereby expressly Buyer acknowledges that Seller the Shareholders and the Acquired Companies expressly disclaims disclaim any other representations and warranties. Such purchase and The consummation are of the transactions contemplated by this Agreement by Buyer is instead done entirely on the basis of PurchaserBuyer’s own investigation, analysis, judgment judgment, and assessment of the present and potential value and earning power of the CompanyAcquired Companies, as well as those representations and warranties by Seller, as the Company and the Shareholders specifically and expressly set forth in Article III 3 (as modified by the Seller Disclosure Letter)Schedule) and Article 4, respectively. Purchaser expressly Buyer acknowledges that neither Seller the Acquired Companies nor any of its Affiliates has Shareholder have made any representation representations or warranty warranties to Purchaser Buyer regarding the probable success or profitability of the Company Acquired Companies or its businessthe Business. Purchaser Buyer further expressly acknowledges that neither Seller nor any none of its Affiliates the Acquired Companies, the Shareholders, nor any other Person has made any representation or warranty, express or implied, as to the accuracy accuracy, completeness or completeness materiality of any information regarding the Company, its Acquired Companies or their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III 3 (as modified by the Seller Disclosure Letter)Schedule) or Article 4, and neither Seller nor any none of its Affiliates nor the Acquired Companies, the Shareholders, or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person Liability resulting from the distribution to Purchaser Buyer or its Representatives representatives or PurchaserBuyer’s use of any such information, including the any confidential information memoranda or management presentations distributed by, or on behalf of, of the Company Acquired Companies relating to its businesses, any such information contained in the VDR Business or any other publications or data room (including any electronic or “virtual” data room)) information provided or made available to Buyer or its representatives, or any other document or information contained in any publication, document or other form provided or made availableavailable to Buyer or its representatives, or including any omission thereof or thereinmanagement presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyby this Agreement.

Independent Investigation; No Reliance. In connection with its investment decisionentering into this Agreement, Purchaser expressly acknowledges that it and its Representatives Parent, Borrower, Merger Sub I or Merger Sub II, or their respective Representatives, have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company (and its business, assets, conditions, operations and prospects) as desired by PurchaserParent, Borrower, Merger Sub I or Merger Sub II. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the The consummation of the transactions contemplated hereby by Parent, Borrower, Merger Sub I or Merger Sub II are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Company or any of its Affiliates Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified V or in any certificate or agreement delivered at Closing pursuant to Section 4.3. The consummation of the transactions contemplated hereby by the Seller Disclosure Letter)Parent, and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation Borrower, Merger Sub I or Merger Sub II are instead done entirely on the basis of PurchaserParent’s, Merger Sub I’s and Merger Sub II’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Sellerthe Company, as specifically and expressly set forth in Article III (as modified by V or in any certificate or agreement delivered at Closing pursuant to Section 4.3. Without limiting the Seller Disclosure Letter). Purchaser expressly acknowledges foregoing, Parent, Borrower, Merger Sub I and Merger Sub II acknowledge and agree that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, (a) as to the accuracy or completeness of any information regarding the CompanyCompany or the transactions contemplated by this Agreement not specifically and expressly set forth in Article V or in any certificate or agreement delivered at Closing pursuant to Section 4.3, (b) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available to Parent, Borrower, Merger Sub I, Merger Sub II or any of its businesses Representatives, including any materials or information made available in the electronic data room for Project Salus maintained by the Company for purposes of the transactions contemplated by this Agreement, except for the information set forth via confidential memorandum, in Article III (as modified connection with presentations by the Seller Disclosure Letter)Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties and (c) neither Seller nor any of its Affiliates the Company nor any other Person shall will have or be subject to any liability toto Parent, PurchaserBorrower, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons Merger Sub I or Representatives Merger Sub II or any other Person resulting from the distribution to Purchaser Parent or its Representatives representatives or PurchaserParent’s, Merger Sub I’s or Merger Sub II’s use of any such information, including information referred to in clause (a) or (b) above. Notwithstanding the any confidential information memoranda foregoing or management presentations distributed by, or on behalf of, anything to the Company relating to its businesses, any such information contrary contained in the VDR or any other data room this Agreement, nothing in this Agreement (including any electronic or “virtual” data room), or any information contained this Section 6.5) shall limit in any publication, document way claims or other form provided or made available, or any omission thereof or therein, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest and the transactions contemplated herebyremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its The purchase of the Purchased Interest Interests by the Buyer and the consummation of the transactions contemplated hereby by the Buyer are not done in reliance upon any representation or warranty or omission by, or information from, Seller the Seller, the Company or any of its Affiliates their respective Affiliates, employees or Representativesrepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (in each case, as modified by the Seller Disclosure Letterdocuments and information provided to Buyer), and Purchaser hereby expressly the Buyer acknowledges that the Company and the Seller expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaserthe Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by the Seller, as specifically and expressly set forth in Article III IV (in each case, as modified by the Seller Disclosure Letterdocuments and information provided to Buyer). Purchaser expressly The Buyer acknowledges that neither the Company nor the Seller nor any of its Affiliates has made any representation representations or warranty warranties to Purchaser the Buyer regarding the probable success or profitability of the Company. The Buyer further acknowledges that none of the Seller, the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses business or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III IV (in each case, as modified by the Seller Disclosure Letterdocuments and information provided to Buyer), and neither Seller nor any none of its Affiliates nor the Seller, the Company or any other Person shall will have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives to the Buyer or any other Person resulting from the distribution to Purchaser the Buyer or its Representatives representatives or Purchaserthe Buyer’s use of any such information, including information provided or made available to the any confidential information memoranda Buyer or management presentations distributed by, or on behalf of, the Company relating to its businesses, any such information contained in the VDR representatives or any other data room (including any electronic document or “virtual” data room), or any information contained in any publication, document or other form provided or made availableavailable to the Buyer or its representatives, or any omission thereof or thereinincluding management presentations, to Purchaser or any of its Representatives in connection with the purchase and sale of the Purchased Interest Interests and the transactions contemplated hereby. The Buyer is not aware of any facts, events or circumstances that would cause any of the representations or warranties of the Seller set forth in this Agreement to be untrue or incorrect in any respect.

Independent Investigation; No Reliance. In connection with its investment decision, the Purchaser expressly acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company Subsidiaries and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company Subsidiaries as desired by the Purchaser. The Purchaser hereby expressly acknowledges that the Seller has provided the Purchaser with limited access to the personnel, properties, premises and books and records of the Company Subsidiaries for this purpose. The Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest Equity Interests and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, the Seller or any of its Affiliates respective Affiliates, employees or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure Letter, as applicable), and the Purchaser hereby expressly acknowledges that the Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of the Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the CompanyCompany Subsidiaries, as well as those representations and warranties by Dragon Parent and the Seller, as specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure Letter, as applicable). The Purchaser expressly acknowledges that neither the Seller nor any of its their respective Affiliates has made any representation or warranty to the Purchaser regarding the probable success or profitability of the Company Subsidiaries or its their business. The Purchaser further expressly acknowledges that neither the Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyCompany Subsidiaries, its their respective businesses or the transactions contemplated by this Agreement, except for the information Agreement not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure Letter, as applicable), and neither the Seller nor any of its respective Affiliates nor any other Person shall have or be subject to any liability to, the Purchaser, its Affiliates, their respective Subsidiaries, shareholdersstockholders, Controlling controlling persons or Representatives or any other Person resulting from the distribution to the Purchaser or its their respective Representatives or the Purchaser’s use of any such information, including the Confidential Information Memorandum, any other confidential information memoranda or management presentations distributed by, or on behalf of, any of the Company Subsidiaries relating to its their respective businesses, any such information contained in the VDR or any other data room (including any electronic or “virtual” data room), or any information contained in any publication, document or other form provided or made available, or any omission thereof or therein, to the Purchaser or any of its their respective Representatives in connection with the purchase and sale of the Purchased Interest Equity Interests and the transactions contemplated hereby. Dragon Parent and the Seller (together with the Company Subsidiaries and other of their Affiliates) have acted in good faith for the purpose of providing all relevant information and books and records.