Common use of Investigation and Reliance Clause in Contracts

Investigation and Reliance. The Purchaser acknowledges (a) that it and its representatives have undertaken an independent investigation, examination, analysis and verification of the Company, the Company Subsidiaries and the business, assets, operations, financial condition and prospects of the Company and the Company Subsidiaries, including the Purchaser’s own estimate of the value of the business of the Company and the Company Subsidiaries, (b) that it has had the opportunity to visit with the Company, the 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 information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that described above. 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 representatives, except as expressly set forth in this Agreement. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in Article III, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. The Purchaser further acknowledges that it shall have no claim against the Company or the Sellers with respect to any estimates, projections or forecasts, whether written or oral, made available to the Purchaser by the Company (or the Company’s agents, representatives or Affiliates) in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement, and the Purchaser shall have no entitlement thereto after the date hereof.

Investigation and Reliance. The Purchaser acknowledges (a) that it Such Buyer Party has conducted such investigation and its representatives have undertaken an independent investigation, examination, analysis and verification inspection of the CompanyTransferred Assets, the Company Subsidiaries Assumed Liabilities, the Business and the business, assets, operations, financial condition Products as it may have deemed necessary or appropriate for the purpose of entering into this Agreement and prospects of the Company and the Company Subsidiaries, including the Purchaser’s own estimate of the value of the business of the Company and the Company Subsidiaries, (b) that it has had the opportunity to visit with the Company, the 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 information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that described above. 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 representatives, except as expressly set forth in this Agreement. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in Article III, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. The Purchaser further acknowledges that it shall have no claim against the Company or the Sellers with respect to any estimates, projections or forecasts, whether written or oral, made available to the Purchaser by the Company (or the Company’s agents, representatives or Affiliates) in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of consummating the transactions contemplated by this Agreement. In executing this Agreement, such Buyer Party is relying on its own investigation and on the provisions set forth herein and not on any other statements, presentations, representations, warranties or assurances of any kind made by Seller, its representatives or any other Person. Such Buyer Party acknowledges that the representations and warranties of Seller contained in Article III constitute the sole and exclusive representations and warranties of Seller to the Buyer Parties in connection with this Agreement and the Purchaser shall have no entitlement thereto after the date hereoftransactions contemplated hereby and that all other representations and warranties are specifically disclaimed and may not be relied upon or serve as a basis for a claim against Seller. SUCH 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, WHETHER 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. The Purchaser acknowledges (a) that it Parent is a sophisticated party and has made its representatives have undertaken an own independent investigation, examinationreview 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 verification 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, the Company Subsidiaries and the business, assets, operations, financial condition and prospects other information that they have requested in connection with their investigation of the Company and the Company Subsidiaries, including the Purchaser’s own estimate of the value of the business 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 Subsidiaries, (b) and its affiliates and Representatives expressly disclaim any and all liability that it may be based on such information or errors therein or omissions therefrom. Parent has had the opportunity to visit with the Company, the Company Subsidiaries not relied 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 information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that described above. 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 its affiliates or representatives or the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its representativesRepresentatives, except as expressly set forth in this AgreementArticle 4. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in Article III, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. The Purchaser further acknowledges that it shall have no claim against None of the Company or the Sellers with respect any of its affiliates or Representatives shall have or be subject to any estimatesliability to Parent or any other Person resulting from the distribution to Parent, projections or forecastsParent’s use of, whether written any information, documents or oral, materials made available to the Purchaser by the Company (Parent, whether orally or the Company’s agentsin writing, representatives or 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 transactions contemplated 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 this Agreement, and the Purchaser shall have no entitlement thereto after Company as of the date hereofhereof are untrue, incomplete or inaccurate.

Investigation and Reliance. The Purchaser acknowledges (a) that it Company is a sophisticated party and has made its representatives have undertaken an own independent investigation, examinationreview and analysis regarding Parent and its subsidiaries and the Transactions, which investigation, review and analysis and verification of the Company, were conducted by the Company Subsidiaries and the business, assets, operations, financial condition and prospects of the Company and the Company Subsidiariestogether with expert advisors, including the Purchaser’s own estimate of the value of the business of the Company and the Company Subsidiarieslegal counsel, (b) that it has had engaged for such purpose. The Company and its Representatives have been provided with full and complete access to the opportunity Representatives, properties, offices, plants and other facilities, books and records of the Parent and its subsidiaries and other information that they have requested in connection with their investigation of the Parent and its subsidiaries and the Transactions. None of Parent, Merger Subs or any of their respective affiliates or Representatives has made any representation or warranty, express or implied, as to visit the accuracy or completeness of any information concerning Parent contained herein or made available in connection with the Company’s investigation of Parent, except as expressly set forth in this Agreement or the Company Subsidiaries Parent SEC Reports, and the Seller Representative and meet with its Parent, Merger Subs and their respective representatives to discuss the business affiliates and the assets, liabilities, financial condition, cash flow Representatives expressly disclaim any and operations of the Company and the Company Subsidiaries, (c) all liability that all materials and may be based on such information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that described aboveor errors therein or omissions therefrom. The Purchaser Company has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or the Company Parent, Merger Subs or any of their Affiliates respective affiliates or representatives or the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its representativesRepresentatives, except as expressly set forth in this Agreement. The Purchaser hereby acknowledges and agrees thatArticle 5 (including, except for the avoidance of doubt, in relation to the extent specifically set forth in Article IIIParent SEC Reports). None of Parent, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. The Purchaser further acknowledges that it Merger Subs or any of their respective affiliates or Representatives shall have no claim against or be subject to any liability to the Company or any other Person resulting from the Sellers with respect distribution to the Company, or the Company’s use of, any estimatesinformation, projections documents or forecasts, whether written or oral, materials made available to the Purchaser by the Company (Company, whether orally or the Company’s agentsin writing, representatives or Affiliates) 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 Parent, Merger Subs or any of their respective affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving Parent and its subsidiaries. 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 transactions contemplated 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 5 are the result of arms’ length negotiations between sophisticated parties. The Company has no knowledge or reason to believe that any of the representations or warranties made by this Agreement, and the Purchaser shall have no entitlement thereto after Parent or Merger Subs as of the date hereofhereof are untrue, incomplete or inaccurate.