Common use of Independent Review Clause in Contracts

Independent Review. Buyer has conducted its own independent review and analysis of the Company and its Subsidiaries and their respective condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Company and its Subsidiaries for this purpose. In entering this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, and Buyer: (a) acknowledges that it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective officers and other representatives to discuss the Company and its Subsidiaries and their respective condition, cash flow and prospects; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and Contracts of the Company and its Subsidiaries) as Buyer deems adequate; (c) acknowledges that neither the Company, its Subsidiaries nor any of their respective directors, officers, employees, Affiliates, agents or representatives make any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; and (d) agrees, to the fullest extent permitted by Law, that neither the Company, its Subsidiaries nor any of their respective directors, officers, employees, Affiliates, agents or representatives shall have any liability or responsibility whatsoever to Buyer 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, to Buyer prior to the execution of this Agreement.

Independent Review. Buyer acknowledges and agrees that it has conducted (a) made its own independent review and analysis investigations into and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company Group Companies, (b) been provided with access to such information, documents and its Subsidiaries other materials relating to the Group Companies and their respective conditionbusinesses and operations as it has deemed necessary to enable it to form such independent judgment, cash flow (c) had such time as it deems necessary and prospectsappropriate to fully and completely review and analyze such information, documents and acknowledges that Buyer has other materials and (d) been provided access an opportunity to the properties, premises and records ask questions of the Company Group Companies with respect to such information, documents and its Subsidiaries for this purposeother materials and has received satisfactory answers to such questions. In entering into this Agreement, Buyer has relied exclusively solely upon its own investigation and analysis and the representations and warranties contained hereinset forth in Article III, Article IV, in any certificates delivered pursuant to this Agreement and any other Transaction Agreements, and Buyer: Buyer acknowledges that, except for the representations and warranties set forth in Article III, Article IV, in any certificates delivered pursuant to this Agreement and any other Transaction Agreements, (ax) acknowledges that it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective officers and other representatives to discuss the Company and its Subsidiaries and their respective condition, cash flow and prospects; (b) acknowledges that it has undertaken such due diligence (including a review none of the assets, liabilities, books, records and Contracts of the Company and its Subsidiaries) as Buyer deems adequate; (c) acknowledges that neither the Company, its Subsidiaries nor Group Companies or any of their respective directors, officers, employees, Affiliates, agents Non-Recourse Parties makes or representatives make has made any representation or warranty, either express or impliedimplied (including any implied warranty of merchantability or suitability), including as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its agents respective agents, representatives, lenders or representatives Affiliates prior to the execution of this Agreement; and Agreement and (dy) agreesit has not been induced by or relied upon any representation, to the fullest extent permitted warranty or other statement, express or implied, made by Law, that neither the Company, its Subsidiaries nor any Group Company or any of their respective directorsNon-Recourse Parties or any other person. Additionally, officersBuyer acknowledges that none of the Group Companies or any of their respective Non-Recourse Parties makes or has made any representation or warranty, employeeseither express or implied, Affiliateswith respect to any projections, agents forecasts, estimates, plans or representatives shall have budgets of future revenues, expenses or expenditures, future results of operations (or any liability component thereof), future cash flows (or responsibility whatsoever any component thereof) or future financial condition (or any component thereof) of any Group Company delivered to or made available to Buyer on or any basis (including in contract of its respective agents, representatives, lenders or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer prior to the execution of this AgreementAffiliates.

Independent Review. Buyer (a) Each of Parent and Merger Sub has conducted its own independent review and analysis of the Company business, operations, assets, liabilities, results of operations, financial condition and its Subsidiaries and their respective condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records prospects of the Company and its Subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access for this purposesuch purposes. In entering into this Agreement, Buyer each of Parent and Merger Sub has relied exclusively solely upon its own investigation independent review and analysis and the representations and warranties contained herein, and Buyer: (a) acknowledges that it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective officers and other representatives to discuss the Company and its Subsidiaries and their respective condition, cash flow and prospects; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and Contracts of the Company and its Subsidiaries) as Buyer deems adequate; (c) , and each of Parent and Merger Sub acknowledges and agrees that neither it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries nor Subsidiaries, or any of their respective directors, officers, employees, Affiliates, agents shareholders, controlling persons or representatives make any representation or warrantyRepresentatives, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of that are not expressly set forth in this Agreement; and (d) agrees, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, that neither the CompanyCompany and its Subsidiaries, its Subsidiaries nor any of and their respective directors, officers, employees, Affiliates, agents shareholders, controlling persons or representatives shall Representatives, will have any no liability or responsibility whatsoever to Buyer Parent, Merger Sub or their respective Affiliates, shareholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made availableavailable (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, or their respective Affiliates, shareholders, controlling persons or Representatives, except for the representations and warranties of the Company expressly set forth in Article III (subject to the qualifications set forth therein). (b) Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Article III (subject to the qualifications set forth therein) (i) the Company does not make, and has not made, any representations or warranties relating to Buyer prior itself or its business or otherwise in connection with the Merger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the execution Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their representatives are not and will not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article III of this Agreement.

Independent Review. Each of Dresser and Buyer has conducted its own independent review and analysis of the Company Business and its Subsidiaries and their respective condition, cash flow and prospects, and acknowledges that each of Dresser and Buyer has been provided access to the properties, premises and records of the Company and its Subsidiaries Business for this purpose. In entering this Agreement, each of Dresser and Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, and each of Dresser and Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective the officers and other representatives of Seller to discuss the Company Business and its Subsidiaries and their respective condition, cash flow and prospects, (ii) all materials and information requested by Buyer have been provided to Dresser and Buyer to their reasonable satisfaction, and (iii) Seller has made no representation or warranty that the Transferred Assets will, following the Closing Date, achieve any financial results or results of operations; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and Contracts contracts of the Company and its SubsidiariesBusiness) as Dresser and Buyer deems deem adequate; (c) acknowledges that neither the Company, its Subsidiaries Seller nor any of their respective its directors, officers, employees, Affiliates, agents or representatives make any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Dresser or Buyer or its respective agents or representatives prior to the execution of this Agreement; and; (d) agrees, to the fullest extent permitted by Law, that neither the Company, its Subsidiaries Seller nor any of their respective directors, officers, employees, Affiliates, agents its Affiliates or representatives advisors shall have any liability or responsibility whatsoever to Dresser or Buyer on any basis (including in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Dresser or Buyer prior to the execution of this AgreementAgreement unless referenced herein; and (e) represents that it does not know of any condition or event that constitutes a breach by Seller of the representations and warranties set forth in ARTICLE IV that would excuse Dresser or Buyer from its timely performance of its obligations hereunder.

Independent Review. Buyer has conducted its own independent review and analysis of the Company Business and its Subsidiaries and their respective condition, cash flow and prospects, the Acquired Assets and the Assumed Liabilities, and acknowledges that Buyer has been provided access to the properties, premises and records of the Company and its Subsidiaries Seller, as reasonably necessary, for this purpose. In entering this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties of Seller contained herein, and Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Company and its Subsidiaries Seller and meet with their respective officers its employees and other representatives to discuss the Company Business and its Subsidiaries and their respective condition, cash flow and prospects, the Acquired Assets and the Assumed Liabilities, and (ii) to the Knowledge of Buyer, all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, liabilities, books, records records, contracts and Contracts customers of Seller that relate to the Company and its SubsidiariesBusiness) as Buyer deems adequate; (c) acknowledges that neither the Company, its Subsidiaries Seller nor any of their respective its directors, officers, employees, Affiliates, agents or representatives make any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; and, except as set forth in Article III; (d) agrees, to the fullest extent permitted by Law, that neither the Company, its Subsidiaries Seller nor any of their respective its directors, officers, employees, Affiliates, agents or representatives shall have any liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal law or state securities laws or otherwise) based upon any information provided or made available, available or statements made, to Buyer prior to the execution of this Agreement; and (e) represents that, as of the date hereof, Buyer does not know of any condition or event which constitutes or may constitute a breach by Seller of the representations and warranties set forth in Article III.

Independent Review. Buyer has conducted its own independent review and analysis of the Company Business and its Subsidiaries and their respective condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Company and its Subsidiaries Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Xxxxx acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer Xxxxx has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, and Buyer: (a) acknowledges that it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective officers and other representatives to discuss the Company and its Subsidiaries and their respective condition, cash flow and prospects; (b) : acknowledges that it has undertaken such due diligence (including a review of the assets, liabilitiesLiabilities, books, records and Contracts of the Company and its SubsidiariesCompanies) as Buyer deems adequate; (ca) acknowledges that that, except as set forth in Article III and Article IV, neither Parent, the CompanyCompanies, its Subsidiaries the Sellers nor any of their respective directorspartners, officers, employees, Affiliates, agents or representatives make makes, and that Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; and; (db) agrees, to the fullest extent permitted by Law, that neither Parent, the CompanyCompanies, its Subsidiaries the Sellers nor any of their respective partners, directors, officers, employees, Affiliates, agents or representatives shall have any liability Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer prior to the execution of this Agreement.; and (c) acknowledges that, neither Parent, the Companies, the Sellers nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall be deemed to have made, and that Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Companies or the Business, other than the representations, warranties, covenants and agreements of Parent that are expressly set forth in this Agreement;

Independent Review. Buyer has conducted its own independent review and analysis of the Company and the Covered Business and its Subsidiaries and their respective condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Company and its Subsidiaries the Covered Business as Buyer has deemed necessary for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Company and the Covered Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries and sectors in which the Company and the Covered Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, and Buyer: : (a) acknowledges that that: (i) it has had the opportunity to visit with the Company and its Subsidiaries and meet with their respective its officers and other representatives to discuss the Company Covered Business and its Subsidiaries and their respective condition, cash flow and prospects; prospects and (ii) materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, liabilities, books, records assets and Contracts liabilities of the Company and its SubsidiariesCompany) as Buyer deems adequate; ; (c) acknowledges that neither that, except as set forth in Article III and Article IV, none of Seller, the Company, its Subsidiaries nor any of their respective directorspartners, officers, employees, Affiliates, agents or representatives make makes, and that Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; and (d) agrees, to the fullest extent permitted by Law, that neither none of Seller, the Company, its Subsidiaries nor any of their respective partners, directors, officers, employees, Affiliates, agents or representatives shall will have any liability Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer prior to the execution of this Agreement.; and 38 US 167664346 HB: 4845-7978-5147.2