Common use of Investigation and Reliance Clause in Contracts

Investigation and Reliance. Parent is a sophisticated party and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose. Parent and its Representatives have been provided with full and complete access to the Company’s Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of the Company or any of its affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with Parent’s investigation of the Company, except as expressly set forth in this Agreement, and the Company and its affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Parent has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or its affiliates or Representatives, except as expressly set forth in Article 4. None of the Company or any of its affiliates or Representatives shall have or be subject to any liability to Parent or any other Person resulting from the distribution to Parent, or Parent’s use of, any information, documents or materials made available to Parent, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the Transactions. None of the Company or any of its affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Parent acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Parent acknowledges and agrees that the representations and warranties in Article 4 are the result of arms’ length negotiations between sophisticated parties. Parent has no knowledge or reason to believe that any of the representations or warranties made by the Company as of the date hereof are untrue, incomplete or inaccurate.

Investigation and Reliance. Parent is a sophisticated party Such Buyer Party has conducted such investigation and has made its own independent investigationinspection of the Transferred Assets, review and analysis regarding the Company Assumed Liabilities, the Business and the Transactions, which investigation, review Products as it may have deemed necessary or appropriate for the purpose of entering into this Agreement and analysis were conducted consummating the transactions contemplated by Parent together with expert advisors, including legal counsel, that it has engaged for such purposethis Agreement. Parent and its Representatives have been provided with full and complete access to the Company’s Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of the Company or any of its affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with Parent’s investigation of the Company, except as expressly set forth in In executing this Agreement, and the Company and its affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Parent has not relied and Buyer Party is not relying on its own investigation and on the provisions set forth herein and not on any statementother statements, representation presentations, representations, warranties or warranty, oral or written, express or implied, assurances of any kind made by the Company or Seller, its affiliates or Representatives, except as expressly set forth in Article 4. None of the Company or any of its affiliates or Representatives shall have or be subject to any liability to Parent representatives or any other Person resulting from the distribution to Parent, or Parent’s use of, any information, documents or materials made available to Parent, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the TransactionsPerson. None of the Company or any of its affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Parent Such Buyer Party acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Parent acknowledges and agrees that the representations and warranties of Seller contained in Article 4 III constitute the sole and exclusive representations and warranties of Seller to the Buyer Parties in connection with this Agreement and the transactions contemplated hereby and that all other representations and warranties are the result of arms’ length negotiations between sophisticated partiesspecifically disclaimed and may not be relied upon or serve as a basis for a claim against Seller. Parent has no knowledge or reason to believe that any of the representations or warranties made by the Company as of the date hereof are untrueSUCH BUYER PARTY ACKNOWLEDGES THAT SELLER DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT AS TO THE TRANSFERRED ASSETS AND THE BUSINESS, incomplete or inaccurateWHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SET FORTH HEREIN, BUYER IS ACQUIRING THE TRANSFERRED ASSETS ON AN “AS IS, WHERE IS” BASIS. FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO ANY ESTIMATES, PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS THAT SELLER MAY HAVE MADE AVAILABLE TO THE BUYER PARTIES, SELLER IS NOT MAKING, DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SUCH ESTIMATES, PROJECTIONS OR FORECASTS. SUCH BUYER PARTY ACKNOWLEDGES THAT THERE ARE INHERENT UNCERTAINTIES IN ATTEMPTING TO MAKE SUCH ESTIMATES, PROJECTIONS AND FORECASTS AND THAT SUCH BUYER PARTY TAKES FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ANY SUCH ESTIMATES, PROJECTIONS OR FORECASTS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING ANY SUCH ESTIMATES, PROJECTIONS OR FORECASTS).

Investigation and Reliance. Parent The Company is a sophisticated party and has made its own independent investigation, review and analysis regarding the Company Parent and its subsidiaries and the Transactions, which investigation, review and analysis were conducted by Parent the Company together with expert advisors, including legal counsel, that it has engaged for such purpose. Parent The Company and its Representatives have been provided with full and complete access to the Company’s Representatives, properties, offices, plants and other facilities, books and records of the Company Parent and its subsidiaries and other information that they have requested in connection with their investigation of the Company Parent and its subsidiaries and the Transactions. None of the Company Parent, Merger Subs or any of its their respective affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company Parent contained herein or made available in connection with Parentthe Company’s investigation of the CompanyParent, except as expressly set forth in this AgreementAgreement or the Parent SEC Reports, and the Company Parent, Merger Subs and its their respective affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Parent The Company has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company Parent, Merger Subs or its any their respective affiliates or Representatives, except as expressly set forth in Article 45 (including, for the avoidance of doubt, in relation to the Parent SEC Reports). None of the Company Parent, Merger Subs or any of its their respective affiliates or Representatives shall have or be subject to any liability to Parent the Company or any other Person resulting from the distribution to Parentthe Company, or Parentthe Company’s use of, any information, documents or materials made available to Parentthe Company, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form form, except the Parent SEC Reports, in expectation of, or in connection with, the Transactions. None of the Company Parent, Merger Subs or any of its their respective affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompanyParent and its subsidiaries. Parent The Company acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Company acknowledges that, should the Closing occur, the Effective Time Holders shall acquire the Aggregate Merger Consideration on an “as is” and “where is” basis, except as otherwise expressly set forth in Article 5 (including, for the avoidance of doubt, with respect to the Parent SEC Reports). The Company acknowledges and agrees that the representations and warranties in Article 4 5 are the result of arms’ length negotiations between sophisticated parties. Parent The Company has no knowledge or reason to believe that any of the representations or warranties made by the Company Parent or Merger Subs as of the date hereof are untrue, incomplete or inaccurate.

Investigation and Reliance. Parent is a sophisticated party The Purchaser acknowledges (a) that it and has made its own representatives have undertaken an independent investigation, review examination, analysis and analysis regarding verification of the Company, the Company Subsidiaries and the Transactionsbusiness, which investigationassets, review operations, financial condition and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose. Parent and its Representatives have been provided with full and complete access to the Company’s Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation prospects of the Company and the Transactions. None Company Subsidiaries, including the Purchaser’s own estimate of the value of the business of the Company or any of its affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning and the Company contained herein or made available in connection Subsidiaries, (b) that it has had the opportunity to visit with Parent’s investigation of the Company, except as expressly set forth in this Agreementthe Company Subsidiaries and the Seller Representative and meet with its and their respective representatives to discuss the business and the assets, liabilities, financial condition, cash flow and operations of the Company and the Company Subsidiaries, (c) that all materials and its affiliates information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and Representatives expressly disclaim any (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and all liability contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that may be based on such information or errors therein or omissions therefromdescribed above. Parent has not relied and The Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or the Company or any of their Affiliates or representatives or the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its affiliates or Representativesrepresentatives, except as expressly set forth in this Agreement. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in Article 4III, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. None of The Purchaser further acknowledges that it shall have no claim against the Company or any of its affiliates or Representatives shall have or be subject the Sellers with respect to any liability to Parent estimates, projections or any other Person resulting from the distribution to Parentforecasts, whether written or Parent’s use oforal, any information, documents or materials made available to Parentthe Purchaser by the Company (or the Company’s agents, whether orally representatives or in writing, Affiliates) in any confidential information memoranda, “data rooms,” ”, management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the Transactions. None of the Company or any of its affiliates or Representatives is makingtransactions contemplated by this Agreement, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving and the Company. Parent acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Parent acknowledges and agrees that the representations and warranties in Article 4 are the result of arms’ length negotiations between sophisticated parties. Parent has Purchaser shall have no knowledge or reason to believe that any of the representations or warranties made by the Company as of entitlement thereto after the date hereof are untrue, incomplete or inaccuratehereof.