Common use of Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties Clause in Contracts

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except for the representations and warranties expressly set forth in Section 3.1 of this Agreement, (a) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Mergers, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub Such Company Investor has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company Parent and the Parent’s Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub it has been provided access to personnel, properties, premises and records of Parent and Parent’s Subsidiaries for such purposes (although the Company and Investors make no representation regarding the Subsidiaries adequacy of the Company for such purposesaccess afforded to them by Parents). In entering into this Agreement, each such Company Investor has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of Parent and Merger Sub Parent’s Subsidiaries, and such Company Investor acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the CompanyParent, any of its Parent’s Subsidiaries, or any of their respective affiliates, shareholdersstockholders, controlling persons, trustees persons or Parent’s Representatives that are not expressly set forth in Section 3.1 this Agreement or in the Contribution Agreement or any other documents relating to the Transactions to which Parent or any of this AgreementParent’s Subsidiaries is a party, whether or not such representations, warranties or statements were made in writing or orally. Except Such Company Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.1 of this Agreement, (a) the Company does not makeContribution Agreement or any other documents relating to the Transactions to which Parent or any of Parent’s Subsidiaries is a party is a party, and none of Parent, Parent’s Subsidiaries, Parent Operating Partnership or Merger Sub makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger, (b) no Person has been authorized by the and such Company to make Investor is not relying on any representation or warranty relating to itself or its business or otherwise except for those expressly set forth in connection with this Agreement and the Mergers, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Contribution Agreement or any other materials or information provided or addressed documents relating to the Transactions to which Parent and Merger Sub or any of their respective Representatives are not Parent’s Subsidiaries is a party. None of the foregoing in this Section 4.6 shall, in and shall not be deemed to be or include representations or warranties unless any such materials or information is of itself, provide a separate right of action under the subject of an express representation or warranty set forth in Section 3.1 of this Contribution Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its independent investigation and analysis of the Company and its Subsidiaries, and each of Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives Company representatives that are not expressly set forth in Section 3.1 Article IV of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.1 Article IV of this Agreement, (a) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Parent, Merger Sub or any of their respective Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article IV of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub The Company has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company Parent and the Parent’s Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub the Company has been provided access to personnel, properties, premises and records of the Company Parent and the Parent’s Subsidiaries of the Company for such purposes. In entering into this Agreement, each the Company has relied solely upon its independent investigation and analysis of Parent and Merger Sub Parent’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the CompanyParent, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives Parent representatives that are not expressly set forth in Section 3.1 Article V of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.1 Article V of this Agreement, (a) the Company does not makeneither Parent nor Merger Sub makes, and or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger and the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company Parent or Merger Sub to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub the Company as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub the Company or any of their respective Representatives its representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article V of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub has not been induced by each acknowledge and has not relied upon any representationsagree that, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except except for the representations and warranties expressly set forth in Section 3.1 Article IV of this Agreement, (a) the Company does not make, make (and has not made, ) any representations or warranties relating to itself or its business or otherwise in connection with the MergersTransactions, and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement; (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and party; (c) any estimates, projections, predictions, forecasts, plans, budgets, assumptions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Parent, Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article IV of this Agreement; and (d) there are uncertainties inherent in attempting to make the estimates, projections, predictions, forecasts, plans, budgets and assumptions referred to in clause (c) and Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of such estimates, projections, predictions, forecasts, plans, budgets and assumptions so furnished to them (including the reasonableness of the assumptions underlying such information), and that neither Parent nor Merger Sub is relying on any estimates, projections, predictions, forecasts, plans, budgets or assumptions, data, memoranda or presentations furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub may hold any such Person liable with respect thereto, other than for fraud in connection therewith. Neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any of Parent, Merger Sub or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to any of them by any of the Company, any of its Subsidiaries or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any of Parent, Merger Sub or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transaction unless any such information is the subject of an express representation or warranty set forth in Article IV of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Sohu Game and Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Sohu Game and Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this AgreementSohu Game and Parent each acknowledge and agree that, each of Parent and Merger Sub has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except except for the representations and warranties expressly set forth in Section 3.1 Article IV of this Agreement, (a) the Company does not make, make (and has not made, ) any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger or the other Transactions, and Sohu Game and Parent are not relying on any representation or warranty except for those expressly set forth in this Agreement; (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Sohu Game or Parent or Merger Sub as having been authorized by such party and party; (c) any estimates, projections, predictions, forecasts, plans, budgets, assumptions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Sohu Game, Parent and Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article IV of this Agreement; and (d) there are uncertainties inherent in attempting to make the estimates, projections, predictions, forecasts, plans, budgets and assumptions referred to in clause (c) and Sohu Game and Parent are taking full responsibility for making their own evaluation of the adequacy and accuracy of such estimates, projections, predictions, forecasts, plans, budgets and assumptions so furnished to them (including the reasonableness of the assumptions underlying such information), and that neither Sohu Game nor Parent is relying on any estimates, projections, predictions, forecasts, plans, budgets or assumptions, data, memoranda or presentations furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Sohu Game nor Parent may hold any such Person liable with respect thereto, other than for fraud in connection therewith.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent investigation, review and analysis of the business, operations, assets, intellectual propertyIntellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this Agreement, each Each of Parent and Merger Sub has not been induced by acknowledges and has not relied upon any representationsagrees that, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except except for the representations and warranties expressly set forth in Section 3.1 Article IV of this Agreement, (a) the Company does not make, make (and has not made, ) any representations or warranties relating to itself or its business or otherwise in connection with the MergersTransactions, and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement; (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and party; (c) any estimates, projections, predictions, forecasts, plans, budgets, assumptions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Parent, Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties warranties; and (d) there are uncertainties inherent in attempting to make the estimates, projections, predictions, forecasts, plans, budgets and assumptions referred to in clause (c) and Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of such estimates, projections, predictions, forecasts, plans, budgets and assumptions so furnished to them (including the reasonableness of the assumptions underlying such information), and that neither Parent nor Merger Sub is relying on any estimates, projections, predictions, forecasts, plans, budgets or assumptions, data, memoranda or presentations furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub may hold any such Person liable with respect thereto, other than for fraud in connection therewith. Neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to any of Parent, Merger Sub or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to any of them by any of the Company, any of its Subsidiaries or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any of Parent, Merger Sub or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of any of the Transaction, unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article IV of this Agreement or otherwise expressly subject to undertakings and/or warranties by the Company under this Agreement, other than for fraud in connection therewith.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub Purchaser has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub Purchaser has been provided access to personnel, properties, premises and records of the Company and the Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub Purchaser has relied solely upon its independent investigation and analysis of the Company and the Company Subsidiaries, and each of Parent and Purchaser acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Company Subsidiaries, or any of their respective affiliates, shareholdersstockholders, controlling persons, trustees persons or Representatives Company representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except Parent and Purchaser each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.1 of this Agreement, Agreement (a) the Company does not make, and or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger and Parent and Purchaser are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub Purchaser as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub Parent, Purchaser or any of their respective Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an any express representation or warranty set forth in Section 3.1 Article III of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub GKN has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company Xxxx and the Dana’s Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub it has been provided access to personnel, properties, premises and records of the Company Xxxx and the Dana’s Subsidiaries of the Company for such purposes. In entering into this Agreementthe Transaction Documents, each GKN has relied solely upon its independent investigation and analysis of Parent Dana’s and Merger Sub Dana’s Subsidiaries, and GKN acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the CompanyXxxx, any of its Subsidiaries, or any of their respective affiliatesAffiliates, shareholders, controlling persons, trustees or Representatives Dana representatives that are not expressly set forth in Section 3.1 of this Agreement or the Separation Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except GKN acknowledges and agrees that, except for the representations and warranties of Xxxx expressly set forth in Section 3.1 of this Agreement and the Separation Agreement, (a) the Company Xxxx does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersTransactions and GKN is not relying on any representation or warranty except for those expressly set forth in this Agreement and the Separation Agreement, (b) no Person has been authorized by the Company Xxxx to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersTransactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub GKN as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub GKN or any of their respective Representatives its representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty of Xxxx set forth in Section 3.1 of this Agreement or the Separation Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Super ROI and Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Super ROI and Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this AgreementSuper ROI and Parent each acknowledge and agree that, each of Parent and Merger Sub has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except except for the representations and warranties expressly set forth in Section 3.1 Article V of this Agreement, (a) the Company does not make, make (and has not made, ) any representations or warranties relating to itself or its business or otherwise in connection with the MergersTransactions, and Super ROI and Parent are not relying on any representation or warranty except for those expressly set forth in this Agreement; (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersTransactions, and if made, such representation or warranty must not be relied upon by Super ROI or Parent or Merger Sub as having been authorized by such party and party; (c) any estimates, projections, predictions, forecasts, plans, budgets, assumptions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Super ROI, Parent and Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article V of this Agreement; and (d) there are uncertainties inherent in attempting to make the estimates, projections, predictions, forecasts, plans, budgets and assumptions referred to in clause (c) and Super ROI and Parent are taking full responsibility for making their own evaluation of the adequacy and accuracy of such estimates, projections, predictions, forecasts, plans, budgets and assumptions so furnished to them (including the reasonableness of the assumptions underlying such information), and that neither Super ROI nor Parent is relying on any estimates, projections, predictions, forecasts, plans, budgets or assumptions, data, memoranda or presentations furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Super ROI nor Parent may hold any such Person liable with respect thereto, other than for fraud in connection therewith.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub Xxxx has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Subsidiaries of the Company Driveline Business and acknowledges that each of Parent and Merger Sub Xxxx has been provided access to personnel, properties, premises and records of the Company and the Subsidiaries of the Company GKN for such purposes. In entering into this Agreementthe Transaction Documents, each Xxxx has relied solely upon its independent investigation and analysis of Parent the Driveline Business, and Merger Sub Xxxx acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the CompanyGKN, any of its Subsidiaries, or any of their respective affiliatesAffiliates, shareholders, controlling persons, trustees or Representatives GKN representatives that are not expressly set forth in Section 3.1 of this Agreement and the Separation Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except Xxxx acknowledges and agrees that, except for the representations and warranties of GKN expressly set forth in Section 3.1 of this Agreement and the Separation Agreement, (a) the Company GKN does not make, and has not made, any representations or warranties relating to itself or its business the Driveline Business or otherwise in connection with the MergersTransactions and Xxxx is not relying on any representation or warranty except for those expressly set forth in this Agreement and the Separation Agreement, (b) no Person has been authorized by the Company GKN to make any representation or warranty relating to itself or its business the Driveline Business or otherwise in connection with the MergersTransactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub Xxxx as having been authorized by such party party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub Xxxx or any of their respective Representatives its representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty of GKN set forth in Section 3.1 of this Agreement or the Separation Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the its Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the its Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub has not been induced by each acknowledge and has not relied upon any representationsagree that, warranties or statements, whether express or implied, made by the Company, any of its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons, trustees or Representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except except for the representations and warranties expressly set forth in Section 3.1 Article IV of this Agreement, (a) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger or the other Transactions and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and party, (c) any estimates, projections, predictions, forecasts, plans, budgets, assumptions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Parent, Merger Sub or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 3.1 Article IV of this Agreement, and (d) there are uncertainties inherent in attempting to make the estimates, projections, predictions, forecasts, plans, budgets and assumptions referred to in clause (c) and Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of such estimates, projections, predictions, forecasts, plans, budgets and assumptions so furnished to them (including the reasonableness of the assumptions underlying such information), and that neither Parent nor Merger Sub is relying on any estimates, projections, predictions, forecasts, plans, budgets or assumptions, data, memoranda or presentations furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall hold any such Person liable with respect thereto, other than for fraud in connection therewith.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub Purchaser has conducted its own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries of the Company and acknowledges that each of Parent and Merger Sub Purchaser has been provided access to personnel, properties, premises and records of the Company and the Subsidiaries of the Company for such purposes. In entering into this Agreement, each of Parent and Merger Sub Purchaser has relied solely upon its independent investigation and analysis of the Company and the Company Subsidiaries, and each of Parent and Purchaser acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of its Company Subsidiaries, or any of their respective affiliates, shareholdersstockholders, controlling persons, trustees persons or Representatives Company representatives that are not expressly set forth in Section 3.1 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Except Parent and Purchaser each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.1 of this Agreement, Agreement (a) the Company does not make, and or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the MergersMerger and Parent and Purchaser are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub Purchaser as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent and Merger Sub Parent, Purchaser or any of their respective Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an any express representation or warranty set forth in Section 3.1 Article III of this Agreement.Agreement Article V