Common use of Independent Investigation Clause in Contracts

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Purchaser, Pubco the Purchaser and Merger Sub Sub, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Purchaser and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Purchaser and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Purchaser for the Registration Proxy Statement; and (b) none of the Purchaser, Pubco, Merger Sub or any of their respective Representatives have made any representation or warranty as to the Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to the Company pursuant hereto, or with respect to the information provided by or on behalf of the Company for the Proxy Statement.

Independent Investigation. The Company Stockholder has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Purchaser, Pubco the Purchaser and Merger Sub Sub, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Purchaser and Merger Sub for such purpose. The Company Stockholder acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Purchaser and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Stockholder pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Purchaser for the Registration Proxy Statement; and (b) none of the Purchaser, Pubco, Merger Sub or any of their respective Representatives have made any representation or warranty as to the Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to the Company Stockholder pursuant hereto, or with respect to the information provided by or on behalf of the Company Stockholder for the Proxy Statement.

Independent Investigation. The Company Such Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub for such purpose. The Company Such Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company such Seller pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Pubco, Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company such Seller pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco Pubco, First Merger Sub or Second Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaserthe Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Target Companies, Pubco and Merger Sub for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, the Sellers, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, the Sellers, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaserthe Company, the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Purchaser pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco Pubco, Merger Sub 1 and Merger Sub 2 and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco Pubco, Merger Sub 1 and Merger Sub 2 for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco Pubco, Merger Sub 1 and Merger Sub 2 set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco Pubco, Merger Sub 1 or Merger Sub 2 for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub 1, Merger Sub 2 or their respective Representatives have made any representation or warranty as to Purchaser, Pubco Pubco, Merger Sub 1 or Merger Sub 2 or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to the Company pursuant hereto.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaserthe Target Companies, Pubco Purchaser and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Target Companies, Pubco Purchaser and Merger Sub for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco Purchaser and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco Purchaser or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Purchaser pursuant hereto.

Independent Investigation. The Company Each of Pubco, Merger Sub 1, and Merger Sub 2 has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub the Company and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub the Company for such purpose. The Company Each of Pubco, Merger Sub 1, and Merger Sub 2 acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub the Company set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Pubco, Merger Sub 1, or Merger Sub 2 pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Company for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective neither the Company nor its Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub the Company or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Pubco, Merger Sub 1, or Merger Sub 2 pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserSPAC, Pubco and the Merger Sub Subs and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PurchaserSPAC, Pubco and the Merger Sub Subs for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, SPAC and Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of PurchaserSPAC, Pubco or a Merger Sub for the Registration Statement; and (b) none of PurchaserSPAC, Pubco, the Merger Sub Subs or their respective Representatives have made any representation or warranty as to PurchaserSPAC, Pubco or either Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserSPAC, Pubco Pubco, First Merger Sub and Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PurchaserSPAC, Pubco Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of PurchaserSPAC, Pubco Pubco, First Merger Sub and Second Merger Sub set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of PurchaserSPAC, Pubco Pubco, First Merger Sub or Second Merger Sub for the Registration Statement; and (b) none of PurchaserSPAC, Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to PurchaserSPAC, Pubco Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub and Purchaser acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Purchaser and Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Purchaser and Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Purchaser and Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub Pubco or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Each of the Purchaser and Holdings has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Purchaserthe Target Companies and the Seller, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Target Companies and Merger Sub the Seller for such purpose. The Company Each of the Purchaser and Holdings acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Company and Merger Sub the Seller set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Company and the Seller for the Registration Statement; and (b) none of Purchaserthe Company, Pubco, Merger Sub or the Seller nor their respective Representatives have made any representation or warranty as to PurchaserTarget Companies or the Seller, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Purchaser pursuant hereto, or with respect to the information provided by or on behalf of the Company or the Seller for the Registration Statement.

Independent Investigation. The Company Without limiting Section 7.3(h) hereof, Malacca has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Target Companies and Merger Sub for such purpose. The Company Malacca acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco Parent and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Malacca pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco the Company or Merger Sub Parent for the Registration Statement; and (b) none of Purchaserthe Company, PubcoParent, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco Parent or Merger Sub or this AgreementAgreement or the transactions contemplated hereby, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Malacca pursuant hereto, or with respect to the information provided by or on behalf of the Company or Parent for the Registration Statement.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Purchaserthe Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub the Target Companies for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each Ancillary Document to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub the Company set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Company for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub the Company or their respective its Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub or this AgreementAgreement or any of the Ancillary Documents to which it is or will be a party or the transactions contemplated hereby and thereby, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company the Purchaser pursuant hereto, in such Ancillary Document or with respect to the information provided by or on behalf of the Company for the Registration Statement or the Proxy Statement.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco the Seller and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco the Seller or Merger Sub Purchaser for the Registration Statement; and (b) none of Purchaserthe Company, Pubcothe Seller, Merger Sub Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Seller, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaserthe Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Target Companies, Pubco and Merger Sub for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, the Sellers, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, the Sellers, Pubco or and Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub the Company and the Sellers or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Sellers, or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company the Purchaser pursuant hereto.

Independent Investigation. The Company Such Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserDMAC, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PurchaserDMAC, Pubco and Merger Sub for such purpose. The Company Such Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of PurchaserDMAC, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser DMAC Disclosure Schedules) and in any certificate delivered to the Company such Seller pursuant hereto, and the information provided by or on behalf of PurchaserDMAC, Pubco or Merger Sub for the Registration Statement; and (b) none of PurchaserDMAC, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to PurchaserDMAC, Pubco or Pubco, Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser DMAC Disclosure Schedules) or in any certificate delivered to Company such Seller pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco Pubco, First Merger Sub and Second Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco Pubco, First Merger Sub or Second Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub for such purpose. The Company Seller acknowledges and agrees that: (ai) in making its decision to enter into this Agreement Joinder and become a party to the Business Combination Agreement, and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub Purchaser set forth in this Article IV of the Business Combination Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to Seller pursuant the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration StatementBusiness Combination Agreement; and (bii) none of Purchaser, the Company, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, the Company, Pubco or Merger Sub or this Joinder or the Business Combination Agreement, except as expressly set forth in this the Business Combination Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company Seller pursuant heretothereto.

Independent Investigation. The Company Such Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Purchaser, Pubco and Merger Sub for such purpose. The Company Such Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company such Seller pursuant hereto, and the information provided by or on behalf of the Purchaser, Pubco or and Merger Sub for the Registration Statement; and (b) none of the Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Purchaser, Pubco or Pubco, Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company such Seller pursuant hereto.

Independent Investigation. The Company HUDA has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaserthe Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Target Companies, Pubco and Merger Sub for such purpose. The Company HUDA acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation investigation, and the express representations and warranties of Purchaserthe Company, the Sellers, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company HUDA pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, the Sellers, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaserthe Company, the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company HUDA pursuant hereto.

Independent Investigation. The Company Pubco has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserPurchaser and the Target Companies, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco Purchaser and Merger Sub the Target Companies for such purpose. The Company Pubco acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco Purchaser and Merger Sub the Company set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules or the Company Disclosure Schedules, as applicable) and in any certificate delivered to the Company Pubco pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco Purchaser or Merger Sub the Company for the Registration Statement; and (b) none of Purchaser, Pubcothe Company, Merger Sub the Company Shareholders or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub the Target Companies, the Company Shareholders, or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules and the Company Disclosure Schedules) or in any certificate delivered to Company Pubco pursuant hereto.

Independent Investigation. The Company Pubco and each Pubco Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Target Companies and Merger Sub Purchaser for such purpose. The Company Pubco and each Pubco Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Company and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Pubco or a Pubco Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco or Merger Sub Purchaser for the Registration Statement; and (b) none of Purchaserthe Company, Pubco, Merger Sub Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or any Pubco Sub pursuant hereto.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub HUDA and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Target Companies and HUDA for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco the Sellers and Merger Sub HUDA set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules and the HUDA Disclosure Schedules) and in any certificate delivered to the Company Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco the Sellers or Merger Sub HUDA for the Registration Statement; and (b) none of Purchaserthe Company, Pubcothe Sellers, Merger Sub HUDA or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Sellers, HUDA or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules and the HUDA Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company Each of the Company, Pubco, SPV Holdco, Merger Sub I, Merger Sub II and Dooboo has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserSPAC, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, SPAC and Pubco and Merger Sub for such purpose. The Company Each of the Company, Pubco, SPV Holdco, Merger Sub I, Merger Sub II and Dooboo acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub SPAC set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub SPAC for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub SPAC or their respective its Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub the Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Target Companies and the Purchaser for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco the Sellers and Merger Sub the Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco the Sellers or Merger Sub the Purchaser for the Registration Statement; and (b) none of Purchaserthe Company, Pubcothe Sellers, Merger Sub the Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Sellers, the Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of Purchaserthe Lexasure Companies, Pubco and the Merger Sub Subs and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Lexasure Companies, Pubco and the Merger Sub Subs for such purpose. The Company SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, the Company and Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company SPAC pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco or the Merger Sub Subs for the Registration Statement; and (b) none of Purchaserthe Company, Pubco, the Merger Sub Subs or their respective Representatives have made any representation or warranty as to Purchaserthe Lexasure Companies, Pubco or the Merger Sub Subs or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company SPAC pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto. Notwithstanding the foregoing (but subject to Sections 12.1 and 12.2), nothing in this Section 6.28 shall limit or impair any Person’s remedies or rights, or shall be deemed a waiver of any claims, related to Fraud.

Independent Investigation. The Company Each of Pubco and Merger Subs has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Target Companies and Merger Sub Purchaser for such purpose. The Company Each of Pubco and the Merger Subs acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Company and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or either Merger Sub pursuant hereto or Purchaser for the Registration Statement; and (b) none of Purchaserthe Company, Pubco, Merger Sub Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or either Merger Sub pursuant hereto.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserParent, the Company, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PurchaserParent, the Company, Pubco and Merger Sub for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation and the express representations and warranties of PurchaserParent, the Company, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of PurchaserParent, the Company, Pubco or Merger Sub for the Registration Statement; and (b) none of PurchaserParent, the Company, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to PurchaserParent, the Company, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Purchaser pursuant hereto.

Independent Investigation. The Company Each of Pubco and the Cayman Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco the Target Companies and Merger Sub Purchaser for such purpose. The Company Each of Pubco and the Cayman Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Company and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco or the Company Cayman Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaserthe Company, Pubco, Merger Sub the Major Shareholders or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Major Shareholders or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) ), in any Ancillary Document or in any certificate delivered to Company Pubco or the Cayman Merger Sub pursuant heretohereto and Pubco is expressly disclaiming any reliance on any representations or warranties other than those set forth in Articles VII and VIII of this Agreement.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco and the Merger Sub Subs and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and the Merger Sub Subs for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and the Merger Sub Subs set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or either Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub Subs or their respective Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub Subs or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Target Companies and Purchaser for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco the Company and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub for the Registration Statementpursuant hereto; and (b) none of Purchaserthe Company, Pubco, Merger Sub Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company Such Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of PurchaserCHC, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PurchaserCHC, Pubco and Merger Sub for such purpose. The Company Such Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it such Seller has relied solely upon its own investigation and the express representations and warranties of PurchaserCHC, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser CHC Disclosure Schedules) and in any certificate delivered to the Company such Seller pursuant hereto, and the information provided by or on behalf of PurchaserCHC, Pubco or Merger Sub for the Registration Statement; and (b) none of PurchaserCHC, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to PurchaserCHC, Pubco or Pubco, Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser CHC Disclosure Schedules) or in any certificate delivered to Company such Seller pursuant hereto.

Independent Investigation. The Company Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaserthe Company, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaserthe Company, Pubco and Merger Sub for such purpose. The Company Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, the Sellers, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) and in any certificate delivered to the Company Purchaser pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, the Sellers, Pubco or Merger Sub for the Registration Statement; and (b) none of Purchaserthe Company, the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaserthe Company, the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules) or in any certificate delivered to Company Purchaser pursuant hereto.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Target Companies and Merger Sub DMAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Target Companies and DMAC for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco the Sellers and Merger Sub DMAC set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules and the DMAC Disclosure Schedules) and in any certificate delivered to the Company Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco the Sellers or Merger Sub DMAC for the Registration Statement; and (b) none of Purchaserthe Company, Pubcothe Sellers, Merger Sub DMAC or their respective Representatives have made any representation or warranty as to Purchaserthe Target Companies, Pubco or Merger Sub the Sellers, DMAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Company Disclosure Schedules and the DMAC Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company Each of Pubco and Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Company and Merger Sub Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, the Company and Purchaser for such purpose. Each of Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaserthe Company, Pubco the Sellers and Merger Sub Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Pubco or Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaserthe Company, Pubco the Sellers or Merger Sub Purchaser for the Registration Statement; and (b) none of Purchaserthe Company, Pubcothe Sellers, Merger Sub Purchaser or their respective Representatives have made any representation or warranty as to Purchaserthe Company, Pubco or Merger Sub the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Company Pubco or Merger Sub pursuant hereto.

Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Purchaser, Pubco and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Purchaser, Pubco and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Purchaser, Pubco and Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of the Purchaser, Pubco or Merger Sub for the Registration Statement; and (b) none of the Purchaser, Pubco, Pubco or Merger Sub or their respective Representatives have made any representation or warranty as to the Purchaser, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

Independent Investigation. The Company Each of Seller and Seller Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of Purchaser, Pubco the Purchaser and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser, Pubco and Merger Sub the Purchaser for such purpose. The Company Each of Seller and Seller Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of Purchaser, Pubco and Merger Sub the Purchaser set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company Seller or Seller Merger Sub pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco or Merger Sub the Purchaser for the Registration Statement; and (b) none of Purchaser, Pubco, Merger Sub or their respective neither the Purchaser nor its Representatives have made any representation or warranty as to Purchaser, Pubco or Merger Sub the Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company Seller or Seller Merger Sub pursuant hereto.