Common use of Independent Investigation; No Reliance Clause in Contracts

Independent Investigation; No Reliance. The Parent Parties have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by the Parent Parties and their respective Affiliates and, to the extent the Parent Parties deemed appropriate, by the Representatives of the Parent Parties. Each Parent Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, each Parent Party acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company or any of the Company’s Representatives (except the specific representations and warranties of the Company expressly set forth in Article III of this Agreement and in the case of Fraud), and each Parent Party acknowledges and agrees, except in the case of Fraud, to the fullest extent permitted by Law, that: (a) neither the Company nor any of its managers, officers, Company Equityholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in the due diligence materials, or (ii) the pro-forma financial information, projections or other forward-looking statements of the Company, in each case in expectation or furtherance of the Transactions; and (b) neither the Company nor any of its managers, officers, employees, Company Equityholders, members, Affiliates, controlling Persons, agents, advisors, Representatives or any other Person shall have any liability or responsibility whatsoever to any of the Parent Parties or their respective directors, managers, officers, employees, Affiliates, controlling Persons, agents or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Company provided to the Parent Parties, in materials furnished in the Company’s data site (virtual or otherwise), in presentations by the Company’s management or otherwise), to any of the Parent Parties or their respective directors, managers, officers, employees, Affiliates, controlling Persons, advisors, agents or Representatives (or any omissions therefrom), unless, in each case, to the extent any such information is also subject to disclosure under this Agreement or the Schedules.

Independent Investigation; No Reliance. The Parent Parties Group Companies have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the CompanyParent Parties, which investigation, review and analysis was conducted by the Parent Parties Group Companies and their respective Affiliates and, to the extent the Parent Parties Group Companies deemed appropriate, by the Representatives of the Parent PartiesGroup Companies. Each Parent Party The Company acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company Parent Parties for such purpose. In entering into this Agreement, each Parent Party the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations or opinions of the Company Parent Parties or any of the Company’s Parent Parties’ Representatives (except the specific representations and warranties of the Company expressly Parent Parties set forth in Article III of this Agreement and in the case of FraudIV), and each Parent Party the Company acknowledges and agrees, except in the case of Fraud, to the fullest extent permitted by Law, that: : (a) neither the Company nor no Parent Party or any of its managersdirectors, officers, Company Equityholdersequityholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in materials made available by the due diligence materialsmanagement of the Parent Parties, in discussions, in responses to questions submitted by or on behalf of the Group Companies, their respective Affiliates or their respective Representatives, whether orally or in writing, in materials prepared by or on behalf of the Parent Parties, or in any other form, or (ii) the pro-forma financial information, projections or other forward-looking statements of the CompanyParent Parties, in each case in expectation or furtherance of the Transactionstransactions contemplated by this Agreement; and and (b) neither the Company no Parent Party nor any of its managersdirectors, officers, employees, Company Equityholdersequityholders, members, Affiliates, controlling Persons, agents, advisors, Representatives or any other Person shall have any liability or responsibility whatsoever to any of the Parent Parties Group Companies or their respective directors, managers, officers, employees, Affiliates, controlling Persons, agents or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Company Parent Parties provided to the Parent Parties, in materials furnished in the Company’s data site (virtual or otherwise)Group Companies, in presentations by the Company’s Parent Parties’ management or otherwise), to any of the Parent Parties Group Companies or their respective directors, managers, officers, employees, Affiliates, controlling Persons, advisors, agents or Representatives (or any omissions therefrom), unless, in each case, to the extent any such information is also subject to disclosure under this Agreement or the Schedules.

Independent Investigation; No Reliance. The Parent Parties have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by the Parent Parties and their respective Affiliates and, to the extent the Parent Parties deemed appropriate, by the Representatives of the Parent Parties. Each Parent Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, each Parent Party acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company or any of the Company’s Representatives (except the specific representations and warranties of the Company and the Majority Stockholder expressly set forth in Article Articles III and IV, respectively, of this Agreement and in the case of FraudAgreement), and each Parent Party acknowledges and agrees, except in the case of Fraud, to the fullest extent permitted by Law, that: (a) neither the Company nor any of its managersdirectors, officers, Company Equityholdersequityholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in the due diligence materials, or (ii) the pro-forma financial information, projections or other forward-looking statements of the Company, in each case in expectation or furtherance of the Transactionstransactions contemplated by this Agreement; and (b) neither the Company nor any of its managersdirectors, officers, employees, Company Equityholdersequityholders, members, Affiliates, controlling Persons, agents, advisors, Representatives or any other Person shall have any liability or responsibility whatsoever to any of the Parent Parties or their respective directors, managers, officers, employees, Affiliates, controlling Persons, agents or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Company provided to the Parent Parties, in materials furnished in the Company’s data site (virtual or otherwise), in presentations by the Company’s management or otherwise), to any of the Parent Parties or their respective directors, managers, officers, employees, Affiliates, controlling Persons, advisors, agents or Representatives (or any omissions therefrom), unless, in each case, to the extent any such information is also subject to disclosure under this Agreement or the Schedules.

Independent Investigation; No Reliance. The Parent Parties Buyers have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition, technology and prospects of the CompanyCompany Entities, which investigation, review and analysis was conducted by the Parent Parties Buyers and their respective Affiliates and, to the extent the Parent Parties Buyers deemed appropriate, by the Representatives of the Parent PartiesBuyers. Each Parent Party Buyer acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company Entities for such purpose. In entering into this Agreement, each Parent Party Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers, the Company Entities or any of the Company’s their respective Representatives (except the specific representations and warranties of the Company expressly set forth in Article III of this Agreement and the representations and warranties set forth in the case of Fraudother Ancillary Agreements to which it is a party and subject to the qualifications and limitations therein), and each Parent Party Buyer acknowledges and agrees, except in the case of Fraud, to the fullest extent permitted by Law, that: : (a) neither none of the Sellers, the Company Entities, nor any of its managers, officers, Company Equityholders, members, employees, their respective Affiliates, controlling Persons, agents, advisors Persons or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth made available to the Buyers, their Affiliates or their respective Representatives, in materials made available in any “data room” (virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the due diligence materialsmanagement of the Sellers or the Company Entities, in “break-out” discussions, in responses to questions submitted by or on behalf of the Buyers, their Affiliates or their Representatives, whether orally or in writing, in materials prepared by or on behalf of the Sellers or the Company Entities, or in any other form, or (ii) the pro-forma financial information, projections or other forward-looking statements of the CompanySellers or any Company Entities, in each case in expectation or furtherance of the Transactions; and and (b) neither none of the Sellers, the Company Entities nor any of its managers, officers, employees, Company Equityholders, members, their respective Affiliates, controlling Persons, agents, advisors, Persons or Representatives or any other Person shall have any liability Liability or responsibility whatsoever to any of the Parent Parties Buyers or their respective directors, managers, officers, employees, Affiliates, controlling Persons, agents Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Sellers and the Company Entities provided to the Parent PartiesBuyers, in materials furnished in the Company’s Companies’ data site (virtual or otherwise), in presentations by the Company’s Sellers’ or the Companies’ management or otherwise), to any of the Parent Parties Buyers or their respective directors, managers, officers, employees, Affiliates, controlling Persons, advisors, agents Persons or Representatives (or any omissions therefrom). Nothing set forth in this Section 5.20 shall relieve any party hereunder of any liability for Fraud actually committed (either by action, unless, in each case, to the extent any inaction or omission) by such information is also subject to disclosure under this Agreement or the Schedulesparty.