Common use of Independent Investigation; Seller’s Representations Clause in Contracts

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby acknowledges and agrees that (a) none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business or the Purchased Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates after the Closing, (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance America, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer Parent and Advance America has the Purchaser have each conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by BuyerParent, the Purchaser and its Affiliates and their representatives. Parent and Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer Parent and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer Parent and Advance America the Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business Purchased Assets or the Purchased Assets Business, including any representations or warranties as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations except as it may apply to Parent and Purchaser explicitly and directly due to breaches of the Seller Parties representatives set forth in this Article VIIIIV, none of the Seller PartiesParent, its Purchaser or their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to Parent or the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to Parent or the Buyer, Advance America, its Purchaser or their Affiliates or Representatives representatives of, or the BuyerParent’s or Advance Americathe Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to Parent or the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Transferred Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Transferred Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations representations, statement or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III this Agreement and the Disclosure Schedules theretoschedules thereto or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements)), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Seller, the Company or any Subsidiary during the course of the independent investigation whether given orally or in writing. Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in this Agreement (including for the avoidance of doubt the Ancillary Agreements) and in any certificates or other instruments delivered pursuant hereto, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Shares, the Assets or the Purchased Assets Transferred Business, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Transferred Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Transferred Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIIIVII and Article IX (or otherwise expressly provided herein), none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Transferred Business and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement.. Except for the representations and warranties set forth in this Agreement or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements), none of Parent, the Purchaser or any of their respective subsidiaries or affiliates or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, whether express or implied. ARTICLE V

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has not relied solely upon the aforementioned investigation, review and analysis and not on any factual representations representations, statement or opinions of the Seller Parties Seller, Xxxxxx or its their respective representatives (except the specific representations and warranties of the Seller Parties and Xxxxxx set forth in Article III and the Transaction Documents, the Disclosure Schedules theretoand any certificates delivered pursuant to the Transaction Documents), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Company or Xxxxxx USA during the course of the independent investigation whether given orally or in writing. Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Transaction Documents, the Disclosure Schedules and any certificates delivered pursuant to the Transaction Documents, none of the Seller PartiesSeller, its Affiliates, or any of their respective the officers, directors, employees or Representatives representatives of the Company or Xxxxxx USA make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the Sellersto, Xxxxxx Development, the Business Company or Xxxxxx USA, the Shares or the Purchased Assets including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Company and Xxxxxx USA by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller or (iii) the probable success or profitability of the Business after the Closing; Company or (iv) any changes in, or interpretation of, Laws Xxxxxx USA after the Closing affecting the Business, and (b) except with respect to fraud, other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective the officers, directors, employees or Representatives representatives of the Company and Xxxxxx USA, will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Company and Xxxxxx USA and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement.. 57

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of Except for the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties contained in this Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance with the terms of this Agreement), the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby Purchaser acknowledges and agrees that (a) none of neither the Seller PartiesSeller, its Affiliates, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the SellersOperating Company, the Purchased Equity Interests, the Packaged Gas Business or the Purchased Assets transactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Seller, the Operating Company or any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Packaged Gas Business and the operation of the Packaged Gas Business by the Buyer or its Affiliates Purchaser after the Closing, Closing or (iiic) the probable success or profitability of the ownership, use or operation of the Operating Company or the Packaged Gas Business by the Purchaser after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties and the Operating Company disclaims any other representations or warranties not contained in this Agreement, whether made by the Seller, the Operating Company or any of their Affiliates, officers, directors, employees, agents or representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Operating Company, its assets and properties and the Packaged Gas Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties set forth in Article VIIIthis Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Seller PartiesSeller, its Affiliates, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives any other Person will have or be subject to any Liability liability or indemnification obligation to the Buyer Purchaser or Advance America or to any other Person person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives ofPurchaser, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and any such information, documents document, or material made available to the Buyer or Advance AmericaPurchaser in the data room, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America presentations or in any other form in expectation of the transactions contemplated by this Agreement. Accordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Seller, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Business, the Membership Interests or any of the Purchased Assets assets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries, (iii) the probable success or profitability of the Business after the Closing; Closing or (iv) the accuracy or completeness of any changes in, or interpretation of, Laws after the Closing affecting information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in 33 certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIIIArticles VII and IX, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and Business, including any information, documents or material materials made available to the Buyer Purchaser or Advance Americaits Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement, or any errors therein or omissions therefrom.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Business, the Membership Interests, the Satellite Interests or any of the Purchased Assets assets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries, (iii) the probable success or profitability of the Business after the Closing; Closing or (iv) the accuracy or completeness of any changes in, or interpretation of, Laws after the Closing affecting information relating to the Business, and (b) other than including any information, documents or materials made available to the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, Purchaser or its Affiliates, Affiliates or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance Americarepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement, or any errors therein or omissions therefrom.