Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Schedule.

Investigation by Purchaser. Purchaser acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was done by Purchaser and its Affiliates and/or Representatives. Purchaser acknowledges that it has had a full and fair opportunity to conduct such review, investigation, physical inspection and testing of the Assets of the Company, including without limitation, the Facilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the Assets. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations, statements or opinions of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles III and IV and the Disclosure Schedules thereto), including factual representations or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writing. Purchaser hereby agrees and acknowledges that (a) Each Buyer Party acknowledges that it other than the express warranties and its representatives have been permitted reasonable access to the Books representations made in Articles III and RecordsIV, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties none of the Acquired CompaniesSeller, its Affiliates or its Representatives make or have made, and that it Purchaser has not and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges thatwill not rely upon, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed express or implied, with respect to the Company or its Assets as to the Acquired Companies (i) merchantability or the accuracy fitness for any particular use or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representativespurpose, (ii) neither Buyer Party has relied on any representation the operation of the Company or warranty from Sellerits business by Purchaser after Closing, or (iii) the Acquired Companies probable success or any other Person in determining to enter into this Agreementprofitability of Company or its business after Closing, and (iiib) neither Seller nor except in the event of any other Person shall have intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to the Buyer Parties Purchaser or to any other Person resulting from the distribution to the Buyer Parties Purchaser, its Affiliates or any other PersonRepresentatives of, or the Buyer Parties’ or any other PersonPurchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents documents, or material made available to the Buyers Parties’ Purchaser, whether orally or any other Person in any writing, in certain “data rooms,”, management presentations, functional “break-out” management presentations discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the Transactions. (b) As transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the date Company, it will forever waive all claims against Seller or its Affiliates related to the condition of this Agreementthe Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any ScheduleAssets.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent review and analysis of the Conveyed Assets, the Assumed Liabilities and the Business and the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements and the Intellectual Property License Agreement and acknowledges that it and its representatives have Purchaser has been permitted reasonable provided access to the Books personnel, properties, premises and Recordsrecords of Seller relating to the Conveyed Assets, facilitiesthe Assumed Liabilities and the Business and the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements and the Intellectual Property License Agreement for such purpose. In entering into this Agreement, equipment, Tax Returns, Contracts, insurance policies Purchaser has relied solely upon the express representations and warranties of Seller set forth in Article III of this Agreement and in the Related Instruments (or summaries thereofif any) and other Properties the covenants of Seller set forth in this Agreement and in the Acquired Companies, Related Instruments and that it Purchaser’s own investigation and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Businessanalysis. Each of the Buyer Parties further Purchaser acknowledges that, except as set forth in Article III of this Agreement and in the Related Instruments, none of Seller or any of its Affiliates (including in the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none case of Seller, the Acquired Companies for purposes of this Section 4.7 only, Wyeth and Amgen Inc. and their respective Affiliates) or any other Person has made of their respective directors, officers, employees, Affiliates, agents, advisors or representatives makes any representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding the Acquired Companies furnished provided or made available to the Buyer Parties and Purchaser or any of its Affiliates or any of their respective directors, officers, employees, Affiliates, agents, advisors or representatives. Purchaser acknowledges that, except as expressly set forth in the representations and warranties in Article III of this Agreement and in the Related Instruments (iiif any): (i) neither Buyer Party has relied on there are no representations or warranties by Seller of any representation kind, express or warranty from Sellerimplied, with respect to the Business, the Acquired Companies Conveyed Assets or any other Person in determining to enter into this the Assumed Liabilities and the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements and the Intellectual Property License Agreement, and (iiiii) neither Seller nor any other Person shall have or be subject to any liability to that Purchaser is purchasing the Buyer Parties or any other Person resulting from Conveyed Assets “where is” and “as is” and “with all faults”. Without limiting the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation generality of the Transactions. (b) As of the date of this Agreementforegoing, the Buyer Parties and their respective Affiliates do not have any actual knowledge that except as expressly set forth in the representations and warranties in Article III of Seller made in this Agreement qualified as to materiality are not true and correctin the Related Instruments (if any), or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any ScheduleTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, verification, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s representatives. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the Books personnel, properties, premises and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties records of the Acquired CompaniesCompany and the audit workpapers of the Company’s auditors for such purpose. In entering into this Agreement, and Purchaser acknowledges that it has relied solely upon the aforementioned investigation, verification, review and its representatives have had a reasonable opportunity to meet with the officers analysis and employees not on any factual representation, warranty, inducement, promise, understanding, condition or opinion of the Acquired Companies to discuss Company or any of its Affiliates or representatives (except the Business. Each specific representations and warranties of the Buyer Parties further acknowledges that, except as Company set forth in this Agreement Section 2), and Purchaser acknowledges and agrees, to the fullest extent permitted by law, that: (a) none of the Company or any of the Ancillary Agreementsits respective directors, the Schedules and the certificates to be delivered at the Closingofficers, (i) none of Sellerequityholders, the Acquired Companies stockholders, employees, Affiliates, controlling Persons, agents, advisors or representatives or any other Person makes or has made any oral or written representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of (i) any of the information regarding set forth in presentations relating to the Acquired Companies furnished or Company made available to the Buyer Parties and their respective Purchaser, its Affiliates or its representatives, in materials made available in any “data room” (virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the management of the Company, in “break-out” discussions, in responses to questions submitted by or on behalf of Purchaser, its Affiliates or its representatives, whether orally or in writing, in materials prepared by or on behalf of the Company, or in any other form, or (ii) neither Buyer Party has relied on any representation the pro-forma financial information, projections or warranty from Sellerother forward-looking statements of the Company, in each case in expectation or furtherance of the Acquired Companies transactions contemplated by this Agreement; (b) except as reflected in the specific representations and warranties of the Company set forth in Xxxxxxx 0, xxxx of the Company or any other Person in determining to enter into this Agreementof its directors, and (iii) neither Seller nor officers, employees, equityholders, stockholders, Affiliates, controlling Persons, agents, advisors, representatives or any other Person shall have or be subject to any liability or responsibility whatsoever to Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including in contract, tort or equity, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Buyer Parties Company provided to Purchaser, in materials furnished in the Company’s data site (virtual or otherwise), in presentations by the Company’s management or otherwise), to Purchaser or its directors, officers, employees, Affiliates, controlling Persons, advisors, agents or representatives (or any omissions therefrom); (c) without limiting the generality of the foregoing, the Company makes no representation or warranty regarding any third party beneficiary rights or other Person resulting from rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any third parties for the distribution to the Buyer Parties Company or any other Personof its Affiliates, or even if the Buyer Parties’ or any other Person’s use of, any information, documents or material same were made available for review by Purchaser or its representatives; and (d) without limiting the generality of the forgoing, Purchaser expressly acknowledges and agrees that none of the documents, information or other materials provided to the Buyers Parties’ or it at any other Person in any “data rooms,” management presentations time or in any other form in expectation format by the Company or any of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have or representatives constitute legal advice, and Purchaser waives all rights to assert that it received any actual knowledge that legal advice from the representations and warranties Company, any of Seller made in this Agreement qualified as to materiality are not true and correcttheir respective Affiliates, or any of their respective representatives or counsel, or that those not so qualified are not true and correct in it had any material respect. The Buyer Parties do not have sort of attorney-client relationship with any actual knowledge of any material errors in, or omissions from, any Schedulesuch Persons.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Company and its Subsidiaries to the extent Purchaser and its Representatives deemed appropriate. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the personnel, premises, properties, assets, and Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties Records of the Acquired CompaniesCompany and its Subsidiaries for purposes of its due diligence investigation and that such information is sufficient and Purchaser does not require additional information in order to enable Purchaser to make an informed decision to consummate the transactions contemplated by this Agreement. Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review, and that it analysis and its representatives have had a reasonable opportunity to meet with the officers and employees not on any representations or opinions of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges thatSeller, except as the specific representations and warranties of Seller set forth in this Agreement or any of the Ancillary AgreementsARTICLE II and ARTICLE III. Purchaser acknowledges and agrees, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties fullest extent permitted by Law and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that except for the representations and warranties of Seller made set forth in this Agreement qualified as ARTICLE II and ARTICLE III referred to materiality are not true and correctabove, that Seller or its Representatives, Affiliates, controlling Persons, or that those not so qualified are not true and correct any other Person shall have no liability or responsibility whatsoever to Purchaser or its Representatives, Affiliates, controlling Persons or agents or any other Person on any basis (including in contract, tort or equity, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (including set forth in any material respect. The Buyer Parties do not have of the information set forth in any actual knowledge management presentations relating to the Company or its Subsidiaries made available to Purchaser, its Affiliates or its Representatives, in materials made available in any “data room” (virtual or otherwise), including any estimates delivered or made available, financial or other projections, in presentations by the Company’s or its Subsidiaries’ management, in discussions or responses to questions submitted by or on behalf of any material errors inPurchaser, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of Seller, or in any other form or otherwise), to Purchaser or its Representatives, Affiliates, controlling Persons or agents (or any omissions fromtherefrom). Without limiting the generality of the foregoing, Seller makes no representation or warranty regarding any Schedulethird party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any third parties for Seller, the Company or its Subsidiaries, or any of their respective Affiliates, even if the same were made available for review by Purchaser or its Representatives.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Subject Companies, which investigation, review and analysis was conducted by Purchaser and its Affiliates and to the extent Purchaser deemed appropriate. In entering into this Agreement, Purchaser acknowledges that it the Sellers have not made any factual representations other than the representations and its representatives have been permitted reasonable access warranties of Sellers and the Company set forth in Article III), and Purchaser acknowledges and agrees, to the Books and Recordsfullest extent permitted by Law, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as for the representations and warranties set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, Agreement: (i) none of Seller, the Acquired Companies or any other Person has Sellers have not made any oral or written representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of (A) any of the information regarding set forth in management presentations relating to the Acquired Subject Companies furnished or made available to the Buyer Parties and Purchaser, its Affiliates or their respective representativesRepresentatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material materials made available to the Buyers Parties’ or any other Person in any “data rooms,room” (virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the management presentations of the Subject Companies, in “break-out” discussions, in responses to questions submitted by or on behalf of Purchaser, its Affiliates or their respective Representatives, whether orally or in writing, in materials prepared by or on behalf of the Company, or in any other form (such information, collectively, “Due Diligence Materials”), or (B) the pro-forma financial information, projections or other forward-looking statements of the Subject Companies, in each case in expectation or furtherance of the Transactions.transactions contemplated by this Agreement; and (bii) As without limiting the generality of the date foregoing, Sellers make no representation or warranty regarding any third party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any third parties for the Subject Companies, even if the same were made available for review by Purchaser or its Representatives; and (iii) without limiting the generality of this Agreementthe forgoing, Purchaser expressly acknowledges and agrees that none of the Buyer Parties documents, information or other materials provided to it at any time or in any format by the Company or any of its Affiliates or Representatives constitutes legal advice to Purchaser, and Purchaser waives all rights to assert that it received any legal advice from Sellers, any of their Affiliates, or any of their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correctRepresentatives or counsel, or that those it had any sort of attorney-client relationship with any such Persons; provided that the foregoing shall not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge be construed as a waiver of any material errors in, attorney-client privilege between any of the Subject Companies and any of their Affiliates’ respective Representatives or omissions from, any Schedulelegal counsel.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the Terminal Operations and of the Purchased Assets and the Assumed Liabilities, results of operations, financial condition, technology and prospects of the Terminal Operations, which investigation, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the Books personnel, properties, premises and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties records of the Acquired CompaniesTerminal Operations and of the Purchased Assets and the Assumed Liabilities. In entering into this Agreement, and Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and its representatives have had a reasonable opportunity to meet with analysis and not on any factual representations or opinions of Seller (except the officers specific representations and employees warranties of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as Seller set forth in this Agreement Agreement), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (a) except as specifically set forth in this Agreement, none of Seller or any of the Ancillary Agreementsits shareholders, the Schedules and the certificates to be delivered at the ClosingAffiliates, (i) none of Seller, the Acquired Companies Representatives or any other Person makes or has made any oral or written representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished made available or delivered Purchaser or its Affiliates and Representatives, including any information, whether oral or written (including cost estimates, financial information and projections and other projections and forward-looking statements) (i) included in management presentations, “break-out” discussions, responses to questions submitted by or on behalf of Purchaser or its Affiliates and Representatives, or any “data room” or (ii) delivered or made available pursuant to the Buyer Parties and their respective representatives, Section 6.1(a) or otherwise; (iib) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person except as specifically set forth in determining to enter into this Agreement, and (iii) neither none of Seller nor or any of its shareholders, Affiliates, Representatives or any other Person shall have any Liability or be subject responsibility whatsoever to Purchaser or its shareholders, Affiliates or Representatives on any liability to basis (including in contract, tort or equity, under federal or state securities Laws or otherwise) based upon any information described in Section 5.9(a); (c) without limiting the Buyer generality of the foregoing, Seller makes no representation or warranty regarding (and Purchaser disclaims) any Third Party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any Third Parties for Seller or any other Person resulting from of its Affiliates, even if the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material same were made available for review by Purchaser or its shareholders, Affiliates or Representatives; and (d) without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that none of the documents, information or other materials provided to the Buyers Parties’ or them at any other Person in any “data rooms,” management presentations time or in any other form in expectation format by Seller, or any of the Transactions. its Affiliates or Representatives constitute legal advice, and Purchaser (bi) As waives all rights to assert that it received any legal advice from Seller, any of the date its Affiliates, or any of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correctRepresentatives, or that those not so qualified are not true it had any sort of attorney-client relationship with any of such Persons, and correct in (ii) agrees to indemnify and hold harmless Seller, its Affiliates, and each of their respective Representatives against any material respect. The Buyer Parties do not have any actual knowledge such assertion made by or on behalf of any material errors inPurchaser or its shareholders, Affiliates or omissions from, any ScheduleRepresentatives.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the assets, business, properties, operations, financial condition and prospects of the Subsidiaries and acknowledges that Purchaser has been provided access to the properties, premises and books and records of the Subsidiaries for this purpose and has been offered an opportunity to discuss the foregoing with Seller and the Subsidiaries. Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Seller or the Subsidiaries or any of them (including, but not limited to, the contents of the confidential offering memorandum circulated by Warrior, a division of Standard Bank London Limited) on their properties, business, or assets have not been prepared in accordance with GAAP or standards applicable under the Securities Act, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis based upon the information so provided and the representations and warranties of Seller contained in this Agreement. Furthermore, Purchaser: (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as for the express representations and warranties set forth in this Agreement or (including the Schedules), neither Seller nor the Subsidiaries nor any of the Ancillary Agreementstheir respective Affiliates, the Schedules and the certificates to be delivered at the Closingofficers, (i) none of Seller, the Acquired Companies directors or any other Person employees has made any representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding the Acquired Companies furnished provided or made available to Purchaser or its agents or representatives in connection with the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into transactions contemplated by this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions.; (b) As of understands that the date of Stock has not been registered under the Securities Act; and (c) agrees, to the fullest extent permitted by law, that except as otherwise set forth in this Agreement, none of Seller nor the Buyer Parties and Subsidiaries or any of their respective Affiliates do not Affiliates, officers, directors or employees shall have any actual knowledge that liability or responsibility whatsoever to Purchaser on the representations and warranties basis of Seller any information provided or made in this Agreement qualified as to materiality are not true and correctavailable, or that those not so qualified are not true and correct statements made, to Purchaser or its representatives or agents in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Scheduleconnection with the transactions contemplated by this Agreement.

Investigation by Purchaser. In entering into this Agreement, Purchaser: (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or neither Seller nor any of the Ancillary Agreementsits respective directors, the Schedules and the certificates to be delivered at the Closingofficers, (i) none of Selleremployees, the Acquired Companies affiliates, agents, advisors or any other Person representatives has made or makes any representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding the Acquired Companies furnished provided or made available to the Buyer Parties and their respective Purchaser or his agents or representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions.; (b) As acknowledges that it has had the opportunity to conduct an independent investigation of the date financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the Buyer Parties results of such investigation and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made set forth herein. Such representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller to Purchaser in connection with the transactions contemplated hereby, and Purchaser acknowledges and agrees that Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement qualified as Agreement; and (c) agrees, to materiality are not true and correctthe fullest extent permitted by law, that neither Seller nor any of its directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that those the foregoing limitations shall not so qualified are not true (a) apply to Seller to the extent Seller makes the specific representations and correct warranties set forth in any material respect. The Buyer Parties do not have any actual knowledge Article II of any material errors inthis Agreement, but always subject to the limitations and restrictions contained herein, or omissions from, (b) preclude Purchaser from seeking any Scheduleremedy for fraud.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the assets, business, properties, operations and financial condition of the Subsidiaries and acknowledges that Purchaser has been provided access to the properties, premises and books and records of the Subsidiaries for this purpose and has been offered an opportunity to discuss the foregoing with Seller and the Subsidiaries in connection with the representations made by Seller herein. Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Seller or the Subsidiaries or any of them (including, but not limited to, the contents of the confidential offering memorandum circulated by Warrior, a division of Standard Bank London Limited) on their properties, business, or assets have not been prepared in accordance with GAAP or standards applicable under the Securities Act, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially. Variances that may occur between the date hereof and the Closing Date may result in Purchaser's right to terminate this Agreement only as expressly provided herein. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis based upon the information so provided and the representations, warranties and covenants of Seller contained in this Agreement. Furthermore, Purchaser: (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as for the express representations and warranties set forth in this Agreement or (including the Schedules), neither Seller nor the Subsidiaries nor any of the Ancillary Agreementstheir respective Affiliates, the Schedules and the certificates to be delivered at the Closingofficers, (i) none of Seller, the Acquired Companies directors or any other Person employees has made any representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding the Acquired Companies furnished provided or made available to Purchaser or its agents or representatives in connection with the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into transactions contemplated by this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions.; (b) As of understands that the date of Stock has not been registered under the Securities Act; and (c) agrees, to the fullest extent permitted by law, that except as otherwise set forth in this Agreement, none of Seller nor the Buyer Parties and Subsidiaries or any of their respective Affiliates do not Affiliates, officers, directors or employees shall have any actual knowledge that liability or responsibility whatsoever to Purchaser on the representations and warranties basis of Seller any information provided or made in this Agreement qualified as to materiality are not true and correctavailable, or that those not so qualified are not true and correct statements made, to Purchaser or its representatives or agents in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Scheduleconnection with the transactions contemplated by this Agreement.

Investigation by Purchaser. Purchaser acknowledges that pursuant to the Access Agreement, Seller has afforded Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property, and Seller has provided Purchaser with the documents and materials listed on Schedule H attached hereto (the “Property Information”). Purchaser acknowledges and agrees that: (a) Each Buyer Party acknowledges that it the Property Information delivered or made available to Purchaser and its representatives have been permitted reasonable access to the Books and RecordsPurchaser’s Representatives by Seller, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreementsits employees, agents or representatives may have been prepared by third parties; (b) Seller has not made any independent investigation or verification of, or has no knowledge of, the Schedules accuracy or completeness of, the Property Information, and the certificates Property Information is provided to be Purchaser expressly subject to errors, omissions or change of status; (c) the Property Information delivered or made available to Purchaser and Purchaser’s Representatives is furnished to each of them at the Closingrequest, and for the convenience of, Purchaser, and Purchaser agrees that Seller shall not have any liability to Purchaser or Purchaser’s Representatives resulting from Purchaser’s use of or reliance upon the Property Information; (id) none except for Seller’s express representations and warranties contained herein, Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of Purchaser’s Representatives and is not relying in any way on the Property Information furnished by Seller, the Acquired Companies or any other Person has made of its employees, agents or representatives; (e) except as to Seller’s express representations and warranties contained herein, Seller expressly disclaims any representation representations or warrantywarranties with respect to the accuracy or completeness of the Property Information and Purchaser releases Seller, expressed and its employees, agents and representatives, from any and all liability with respect thereto; and (f) delivery of the Property Information to Purchaser shall in no way be construed as creating any warranties or representations, express or implied, as to the Acquired Companies existence or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Personnon-existence, or the Buyer Parties’ or any other Person’s use nature of, any information, documents hazardous or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors toxic substance in, under or omissions fromon the Property, any Scheduleand Purchaser is hereby advised to obtain advice from professional consultants and/or attorneys with respect to hazardous and toxic substances prior to deciding whether to purchase the Property.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the Terminal Operations and of the Purchased Assets and the Assumed Liabilities, results of operations, financial condition, technology and prospects of the Terminal Operations, which investigation, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the Books personnel, properties, premises and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties records of the Acquired CompaniesTerminal Operations and of the Purchased Assets and the Assumed Liabilities. In entering into this Agreement, and Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and its representatives have had a reasonable opportunity to meet with analysis and not on any factual representations or opinions of Seller (except the officers specific representations and employees warranties of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as Seller set forth in this Agreement Agreement), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (a) except as specifically set forth in this Agreement, none of Seller or any of the Ancillary Agreementsits shareholders, the Schedules and the certificates to be delivered at the ClosingAffiliates, (i) none of Seller, the Acquired Companies Representatives or any other Person makes or has made any oral or written representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished made available or delivered Purchaser or its Affiliates and Representatives, including any information, whether oral or written (including cost estimates, financial information and projections and other projections and forward-looking statements) (i) included in management presentations, “break-out” discussions, responses to questions submitted by or on behalf of Purchaser or its Affiliates and Representatives, or any “data room” or (ii) delivered or made available pursuant to the Buyer Parties and their respective representatives, Section 6.1(a) or otherwise; (iib) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person except as specifically set forth in determining to enter into this Agreement, and (iii) neither none of Seller nor or any of its shareholders, Affiliates, Representatives or any other Person shall have any Liability or be subject responsibility whatsoever to Purchaser or its shareholders, Affiliates or Representatives on any liability to basis (including in contract, tort or equity, under federal or state securities Laws or otherwise) based upon any information described in Section 5.9 (a); (c) without limiting the Buyer generality of the foregoing, Seller makes no representation or warranty regarding (and Purchaser disclaims) any Third Party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any Third Parties for Seller or any other Person resulting from of its Affiliates, even if the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material same were made available for review by Purchaser or its shareholders, Affiliates or Representatives; and (d) without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that none of the documents, information or other materials provided to the Buyers Parties’ or them at any other Person in any “data rooms,” management presentations time or in any other form in expectation format by Seller, or any of the Transactions. its Affiliates or Representatives constitute legal advice, and Purchaser (bi) As waives all rights to assert that it received any legal advice from Seller, any of the date its Affiliates, or any of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correctRepresentatives, or that those not so qualified are not true it had any sort of attorney-client relationship with any of such Persons, and correct in (ii) agrees to indemnify and hold harmless Seller, its Affiliates, and each of their respective Representatives against any material respect. The Buyer Parties do not have any actual knowledge such assertion made by or on behalf of any material errors inPurchaser or its shareholders, Affiliates or omissions from, any ScheduleRepresentatives.

Investigation by Purchaser. (a) 5.6.1 Each Buyer Party acknowledges and agrees that (a) it has conducted its own independent investigation, verification, review and analysis of the business, operations, properties, liabilities, results of operations, financial condition and prospects of the Catawba Mill Business, including the Purchased Assets and Assumed Obligations, (b) it and its representatives have been permitted reasonable provided access to the Books Data Room, and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties a reasonable amount of time to consider the content of the Acquired CompaniesData Room, it has participated in presentations by Seller’s management and that has visited the Owned Real Property, (c) it has been provided with the Data Room Disk, (d) in entering into this Agreement and the other Operative Agreements, it is relying solely upon the aforementioned investigation, review and analysis and is not relying on any representations, warranties, statements or opinions of Seller or its representatives have had a reasonable opportunity to meet with (except the officers specific representations and employees warranties of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as Seller set forth in this Agreement or Section 3). 5.6.2 The Buyer Parties acknowledge that neither Seller nor any of the Ancillary Agreementsits directors, the Schedules and the certificates to be delivered at the Closingofficers, (i) none of Sellershareholders, the Acquired Companies employees, Affiliates, agents, advisors or representatives makes or has made, nor has any other Person has made Buyer Party relied on, any oral or written representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding (including any estimates, projections, forecasts, operating plans or budgets concerning financial or other information relating to the Acquired Companies furnished Catawba Mill Business) provided or made available to it or its representatives (including in materials furnished in the Buyer Parties Data Room, in presentations by Seller’s management, or set forth in the Management Letter), except that the foregoing limitations shall not apply to Seller insofar as it has made the specific representations and their respective representativeswarranties set forth in Section 3. 5.6.3 To the fullest extent permitted by Law, (ii) neither Buyer Party has relied on any representation or warranty from Seller, none of the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person of its directors, officers, employees, shareholders, Affiliates, agents, advisors, or representatives, shall have any liability, obligation or be subject to any liability responsibility whatsoever to the Buyer Parties (including in contract or tort, as a fiduciary, under any applicable Law or otherwise) based upon any information (including any estimates, projections, forecasts, operating plans or budgets concerning financial or other information relating to the Catawba Mill Business and including for greater certainty the Amec Reports) provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by Seller’s management, or set forth in the Management Letter), except that the foregoing limitation shall not apply to Seller insofar as it has made the specific representations and warranties set forth in this Agreement, including Section 3 hereof, or any other Person resulting from Operative Agreement. 5.6.4 As part of Purchaser’s agreement to purchase and accept the distribution Purchased Assets, each Buyer Party unconditionally and irrevocably waives any and all actual or potential rights it might have against Seller regarding any form of warranty of any kind or type, other than those expressly set forth in this Agreement, including those set forth in Section 3 hereof and the other Operative Agreements. 5.6.5 Notwithstanding the foregoing, nothing contained herein shall constitute a waiver with respect to any Fraud claim the Buyer Parties or any other Person, or may have against the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the TransactionsSeller. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Schedule.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the Business and of the Purchased Assets and the Assumed Liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the Books personnel, properties, premises and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties records of the Acquired Companies, Business and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules Purchased Assets and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter Assumed Liabilities. In entering into this Agreement, Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation of the Business and relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any Seller (iiiexcept the specific representations and warranties of Sellers set forth in Article IV), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (a) neither no Seller nor or any of its shareholders, Affiliates, Representatives or any other Person shall have any Liability or be subject responsibility whatsoever to Purchaser or its shareholders, Affiliates or Representatives on any liability basis (including in contract, tort or equity, under federal or state securities Laws or otherwise) , other than as a result of or arising out of or by virtue of fraud, based upon any information made available or delivered to the Buyer Parties Purchaser or any other Person resulting from the distribution to the Buyer Parties or any other Personits Affiliates and Representatives, or the Buyer Parties’ or any other Person’s use of, including any information, documents whether oral or material made available written (including cost estimates, financial information and projections and other projections and forward-looking statements) (i) included in management presentations, “break-out” discussions, responses to the Buyers Parties’ questions submitted by or any other Person in on behalf of Purchaser or its Affiliates and Representatives, or any “data rooms,room” management presentations or in any other form in expectation of the Transactions.(ii) delivered or made available pursuant to Section 6.1(a) or otherwise; (b) As without limiting the generality of the date foregoing, no Seller makes any representation or warranty regarding (and Purchaser disclaim) any Third Party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any Third Parties for any Seller or any of this Agreementits Affiliates, even if the Buyer Parties same were made available for review by Purchaser or its shareholders, Affiliates or Representatives; and (c) without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that none of the documents, information or other materials provided to them at any time or in any format by any Seller, or any of its Affiliates or Representatives constitute legal advice, and Purchaser (i) waives all rights to assert that it received any legal advice from any Seller, any of its Affiliates, or any of their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correctRepresentatives, or that those not so qualified are not true it had any sort of attorney-client relationship with any of such Persons, and correct in (ii) agrees to indemnify and hold harmless each Seller, its Affiliates, and each of their respective Representatives against any material respect. The Buyer Parties do not have any actual knowledge such assertion made by or on behalf of any material errors inof Purchaser or its shareholders, Affiliates or omissions from, any ScheduleRepresentatives.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent investigation, verification, review and analysis of the Business and of the Purchased Assets and the Assumed Liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its representatives Representatives have been permitted reasonable provided adequate access to the Books personnel, properties, premises and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties records of the Acquired Companies, Business and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules Purchased Assets and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter Assumed Liabilities. In entering into this Agreement, Purchaser acknowledges that it has AMERICAS 92199813 (2K) -27- conducted to its satisfaction its own independent investigation of the Business and relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any Seller (iiiexcept the specific representations and warranties of Sellers set forth in Article IV), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (a) neither no Seller nor or any of its shareholders, Affiliates, Representatives or any other Person shall have any Liability or be subject responsibility whatsoever to Purchaser or its shareholders, Affiliates or Representatives on any liability basis (including in contract, tort or equity, under federal or state securities Laws or otherwise) , other than as a result of or arising out of or by virtue of fraud, based upon any information made available or delivered to the Buyer Parties Purchaser or any other Person resulting from the distribution to the Buyer Parties or any other Personits Affiliates and Representatives, or the Buyer Parties’ or any other Person’s use of, including any information, documents whether oral or material made available written (including cost estimates, financial information and projections and other projections and forward-looking statements) (i) included in management presentations, “break-out” discussions, responses to the Buyers Parties’ questions submitted by or any other Person in on behalf of Purchaser or its Affiliates and Representatives, or any “data rooms,room” management presentations or in any other form in expectation of the Transactions.(ii) delivered or made available pursuant to Section 6.1(a) or otherwise; (b) As without limiting the generality of the date foregoing, no Seller makes any representation or warranty regarding (and Purchaser disclaim) any Third Party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any Third Parties for any Seller or any of this Agreementits Affiliates, even if the Buyer Parties same were made available for review by Purchaser or its shareholders, Affiliates or Representatives; and (c) without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that none of the documents, information or other materials provided to them at any time or in any format by any Seller, or any of its Affiliates or Representatives constitute legal advice, and Purchaser (i) waives all rights to assert that it received any legal advice from any Seller, any of its Affiliates, or any of their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correctRepresentatives, or that those not so qualified are not true it had any sort of attorney-client relationship with any of such Persons, and correct in (ii) agrees to indemnify and hold harmless each Seller, its Affiliates, and each of their respective Representatives against any material respect. The Buyer Parties do not have any actual knowledge such assertion made by or on behalf of any material errors inof Purchaser or its shareholders, Affiliates or omissions from, any ScheduleRepresentatives.

Investigation by Purchaser. (a) Each Buyer Party Purchaser has conducted its own independent review and analysis of the Conveyed Assets, the Assumed Liabilities and the Business and acknowledges that it and its representatives have Purchaser has been permitted reasonable provided access to the Books personnel, properties, premises and Recordsrecords of Seller relating to the Conveyed Assets, facilitiesthe Assumed Liabilities and the Business for such purpose. In entering into this Agreement, equipmentPurchaser has relied solely upon the express representations, Tax Returns, Contracts, insurance policies (or summaries thereof) warranties and other Properties covenants of Seller set forth in Article III of this Agreement and set forth in the Acquired Companies, Related Instruments and that it Purchaser's own investigation and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Businessanalysis. Each of the Buyer Parties further Purchaser acknowledges that, except as set forth in Article III of this Agreement Agreement, none of Seller or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies its Affiliates or any other Person has made of their respective directors, officers, employees, Affiliates, agents, advisors or representatives makes any representation or warranty, expressed either express or implied, as to the Acquired Companies or the accuracy or completeness of any of the information regarding the Acquired Companies furnished provided or made available to the Buyer Parties and Purchaser or any of its Affiliates or any of their respective directors, officers, employees, Affiliates, agents, advisors or representatives. Purchaser acknowledges that, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person except as expressly set forth in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties in Article III of Seller made in this Agreement qualified as to materiality and in the Related Instruments, there are not true and correct, no representations or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge warranties by Seller of any material errors inkind, express or omissions fromimplied, any Schedulewith respect to the Business, the Conveyed Assets or the Assumed Liabilities, and that Purchaser is purchasing the Conveyed Assets "where is" (except as described in Section 2.3(d)) and "as is" and "with all faults" as of the date hereof, subject to ordinary wear and tear. Without limiting the generality of the foregoing, except as expressly set forth in the representations and warranties in Article III of this Agreement and the Related Instruments, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.