Common use of Investigation by Parent and Merger Sub Clause in Contracts

Investigation by Parent and Merger Sub. (a) Each of Parent and Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its Subsidiaries and their businesses and operations, and Parent and Merger Sub have requested such documents and information from the Company as each such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each of Parent and Merger Sub acknowledges and agrees that it has had an opportunity to ask all questions of and receive answers from the Company in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. (b) Each of Parent and Merger Sub acknowledges that, except for the representations and warranties set forth in Article IV of this Agreement, neither the Company nor any other Person has made and shall not be deemed to have made any representation or warranty with respect to the Company or its Subsidiaries or their respective businesses and operations to Parent and Merger Sub. (c) In connection with such investigation, Parent and Merger Sub have received from the Company or its Representatives certain estimates, projections, forecasts and other forward-looking information regarding the Company, its Subsidiaries and their respective businesses and operations. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information with which Parent and Merger Sub are familiar, and that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all such estimates, projections, forecasts and other forward-looking information so furnished to them.

Investigation by Parent and Merger Sub. (a) Each of Parent and Merger Sub acknowledges and agrees that it has made conducted its own inquiry independent review and investigation intoanalysis of the businesses, andassets, based thereoncondition, has formed an independent judgment concerning, operations and prospects of the Company and its Subsidiaries and their businesses and operations, and Parent and Merger Sub have requested such documents and information from the Company as acknowledges that each such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each of Parent and Merger Sub acknowledges has been provided certain access to the properties, premises and agrees that it has had an opportunity to ask all questions records of and receive answers from the Company in determining whether to enter into and its Subsidiaries for this Agreement and to consummate the transactions contemplated in this Agreement. (b) purpose. Each of Parent and Merger Sub acknowledges that, except for the representations and warranties of the Company expressly set forth in Article IV IV, none of this Agreement, neither the Company or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or Merger Sub or any of their Representatives. Without limiting the generality of the foregoing, none of the Company or its Subsidiaries nor any of their respective Representatives or any other Person has made and shall not be deemed to have made any a representation or warranty to Parent or Merger Sub or any other Person with respect to any material, documents or information relating to the Company or its Subsidiaries made available to each of Parent or Merger Sub or their respective businesses Representatives in any “data room,” confidential memorandum, other offering materials or otherwise, except as expressly and operations to Parent and Merger Subspecifically covered by a representation or warranty set forth in Article IV. (cb) In connection with such investigationParent’s and Merger Sub’s investigation of the Company, each of Parent and Merger Sub have has received from the Company or and its Representatives certain estimates, projections, forecasts projections and other forward-looking information regarding forecasts, including but not limited to projected financial statements, cash flow items and other data of the Company, Company and its Subsidiaries and their respective businesses certain business plan information of the Company and operationsits Subsidiaries. Each of Parent and Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts projections and other forward-looking information with which forecasts, plans and information, and accordingly is not relying on them, that each of Parent and Merger Sub are familiaris familiar with such uncertainties, and that each of Parent and Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all such estimates, projections, forecasts projections and other forward-looking forecasts, plans and information so furnished to themit, and that each of Parent and Merger Sub and its Representatives shall have no claim against any Person with respect thereto, except, only to the extent any claim is not prohibited to be made against the Company hereunder, as expressly and specifically covered by a representation or warranty set forth in Article IV. Accordingly, each of Parent and Merger Sub acknowledges that, without limiting the generality of this Section 5.12(b), neither the Company nor any Person acting on behalf of the Company has made any representation or warranty with respect to such projections and other forecasts, plans and information, except, only to the extent any claim is not prohibited to be made against the Company hereunder, as expressly and specifically covered by a representation or warranty set forth in Article IV.

Investigation by Parent and Merger Sub. (a) Each of Parent and Merger Sub acknowledges and agrees that it has made conducted its own inquiry independent review and investigation intoanalysis of the businesses, andassets, based thereoncondition, has formed an independent judgment concerning, operations and prospects of the Company and its Subsidiaries and their businesses and operations, and Parent and Merger Sub have requested such documents and information from the Company as each such party considers material in determining whether to enter Subsidiaries. In entering into this Agreement and to consummate the transactions contemplated in this Agreement. Each , each of Parent and Merger Sub acknowledges has relied solely upon its own investigation and agrees that it has had an opportunity to ask all questions of analysis, and receive answers from the Company in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. (b) Each each of Parent and Merger Sub acknowledges that, except for the representations and warranties of the Company expressly set forth in Article IV IV, none of the Company or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or Merger Sub or any of their respective Representatives, and that each of Parent and Merger Sub are not executing or authorizing the execution of this AgreementAgreement in reliance upon any such representation or warranty not explicitly set forth in Article IV. Without limiting the generality of the foregoing, neither Parent and Merger Sub acknowledge that none of the Company or its Subsidiaries nor any of their respective Representatives or any other Person has made and shall not be deemed any express or any implied representations or warranties to have made any representation Parent or warranty Merger Sub with respect to (i) the Company or its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or (ii) any material, documents or information relating to the Company or its Subsidiaries furnished or their respective businesses and operations provided to Parent or its Representatives or made available to Parent or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or any other transactions contemplated hereby or thereby, except as expressly and Merger Subspecifically covered by a representation or warranty set forth in Article IV. (cb) In connection with such investigationParent’s and Merger Sub’s investigation of the Company, each of Parent and Merger Sub have has received from the Company or and its Representatives certain estimates, projections, forecasts projections and other forward-looking information regarding forecasts, including projected financial statements, cash flow items and other data of the Company, Company and its Subsidiaries and their respective businesses certain business plan information of the Company and operationsits Subsidiaries. Each of Parent and Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, projections and other forecasts and other forward-looking information with which plans and accordingly is not relying on them, that each of Parent and Merger Sub are familiaris familiar with such uncertainties, and that each of Parent and Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all such estimates, projections, projections and other forecasts and other forward-looking information plans so furnished to themit, and that each of Parent and Merger Sub and their respective Representatives shall have no claim against any Person with respect thereto. Accordingly, each of Parent and Merger Sub acknowledges that, without limiting the generality of this Section 5.20, neither the Company nor any Person acting on behalf of the Company has made any representation or warranty with respect to such projections and other forecasts and plans.

Investigation by Parent and Merger Sub. Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries and acknowledges and agrees that it (a) Each has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to the electronic data room maintained by the Company for purposes of the transactions contemplated hereby, and (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and each of Parent and Merger Sub acknowledges and agrees that (i) except for the representations and warranties of the Company expressly set forth in Article V, none of the Company or its Subsidiaries nor any of their respective Representatives makes any representation or warranty (express or implied) as to the accuracy or completeness of any of the information made available to Parent or Merger Sub or any of their Representatives or any other matter whatsoever; (ii) it is not relying, and has made not relied, on any representations, warranties or other statement by any Person on behalf of the Company or any of its own inquiry Subsidiaries, other than the representations and investigation into, and, based thereon, has formed an independent judgment concerning, warranties of the Company expressly contained in Article V of this Agreement and that all other representations and warranties are specifically disclaimed; and (iii) none of the Company and its Subsidiaries and their businesses and operationsnor any other Person will have or be subject to any liability or indemnification obligation to Parent, and Parent and Merger Sub have requested such documents and information or any other Person resulting from the Company as each distribution to Parent or Merger Sub, or use by Parent or Merger Sub of any such party considers material information. Without limiting the generality of the foregoing and notwithstanding anything contained in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each contrary, each of Parent and Merger Sub acknowledges and agrees that it has had an opportunity to ask all questions (a) none of and receive answers from the Company or its Subsidiaries nor any of their respective Representatives or any other Person is making any representation or warranty, whatsoever, express or implied, beyond those expressly given by the Company in determining whether Article V hereof, the Company Disclosure Schedule or any certificate delivered pursuant to enter into this Agreement and to consummate the transactions contemplated in this Agreement. , and (b) Each none of Parent or Merger Sub has been induced by, or relied upon, any representations, warranties or statements (written or oral), whether express or implied, made by any Person, that are not expressly set forth in Article V of this Agreement or any certificate delivered pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges thatthat no representations or warranties are made with respect to (a) any projections, except forecasts, estimates, budgets or prospect information for the representations and warranties set forth in Article IV of this AgreementCompany or its Subsidiaries or (b) any material, neither the Company nor any other Person has made and shall not be deemed to have made any representation documents or warranty with respect information relating to the Company or its Subsidiaries made available to each of Parent or Merger Sub or any of their respective businesses and operations to Parent and Merger SubRepresentatives. (c) In connection with such investigation, Parent and Merger Sub have received from the Company or its Representatives certain estimates, projections, forecasts and other forward-looking information regarding the Company, its Subsidiaries and their respective businesses and operations. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information with which Parent and Merger Sub are familiar, and that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all such estimates, projections, forecasts and other forward-looking information so furnished to them.