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 Company’s Subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the Company’s Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company and the Company’s 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 the Company’s Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement.

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’s Company Subsidiaries 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 Company’s Company Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub Purchaser has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company and the Company’s Company Subsidiaries, and each of Parent and Merger Sub 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 the Company’s Company Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Representatives representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company representatives shall not have any liability or responsibility whatsoever to Parent, Purchaser, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Purchaser, any Parent Subsidiary, affiliates, stockholders, controlling persons or Parent Representatives, except as and only to the extent expressly set forth in this Agreement (as qualified by the Company Disclosure Letter). Parent and Purchaser each acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, Agreement (a) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Merger Sub 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 Merger, and if made, such representation or warranty must not be relied upon by Parent or 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, Purchaser or any of their 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 any express representation or warranty set forth in Article III of this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent, Parent Operating Partnership 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 Company’s Company Subsidiaries and acknowledges that each of Parent, Parent Operating Partnership and Merger Sub has been provided access to personnel, properties, premises and records of the Company and the Company’s Company Subsidiaries for such purposes. In entering into this Agreement, each of Parent, Parent Operating Partnership and Merger Sub has relied solely upon the representations and warranties set forth in this Agreement or any other documents relating to the Transactions to which any of Parent, Parent Operating Partnership or Merger Sub is a party, respectively, and its independent investigation and analysis of the Company and the Company’s Company Subsidiaries, and each of Parent, Parent Operating Partnership 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 the Company’s Company Subsidiaries, or the Company Investors or, in each case, any of their respective affiliates, stockholders, controlling persons or Company Representatives that are not expressly set forth in this AgreementAgreement or any other documents relating to the Transactions to which any of Parent, Parent Operating Partnership or Merger Sub is a party, respectively, whether or not such representations, warranties or statements were made in writing or orally. Parent, Parent Operating Partnership and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the none of Company does not makeor any Company Investor makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and the other Transactions contemplated hereby, and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this AgreementAgreement or any other documents relating to the Transactions to which any of Parent, Parent Operating Partnership or Merger Sub is a party, respectively. None of the foregoing in this Section 5.32 shall, in and of itself, provide a separate right of action under any other documents relating to the Transactions to which any of Parent, Parent Operating Partnership or Merger Sub is a party, respectively.

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, Merger Sub and the Company’s other Subsidiaries of Parent 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, Merger Sub and the Company’s other Subsidiaries of Parent for such purposes. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company and the Company’s 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 CompanyParent, any of the Company’s its Subsidiaries, including Merger Sub, or any of their respective affiliatesAffiliates, stockholdersshareholders, controlling persons persons, trustees or Company Representatives that are not expressly set forth in Section 3.2 of this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub each acknowledge and agree that, except Except for the representations and warranties expressly set forth in Section 3.2 of this Agreement, the Company does not make(a) neither of Parent nor Merger Sub makes, or and each has not made, any representations or warranties relating to itself either of Parent or its business Merger Sub or their respective businesses or otherwise in connection with the Merger and Mergers, (b) no Person has been authorized by Parent and or Merger Sub are not relying on to make any representation or warranty except for those expressly relating to either of Parent or Merger Sub or their respective businesses or otherwise in connection with the Mergers, and if made, such representation or warranty must not be relied upon by 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 the Company or any of 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 3.2 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 CompanyParent’s Subsidiaries 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 CompanyParent’s Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub the Company has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company Parent and the CompanyParent’s Subsidiaries, and each of Parent and Merger Sub 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 the CompanyParent’s Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Parent’s Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent The Company acknowledges and Merger Sub each acknowledge and agree agrees that, except for the representations and warranties expressly set forth in this Agreement, the Company does not makenone of Parent or Merger Sub makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company Merger and Parent the Partnership Merger, and Merger Sub are the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub has The DLR Parties have conducted its their 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’s Company Subsidiaries and acknowledges acknowledge that each of Parent and Merger Sub has the DLR Parties have been provided access to personnel, properties, premises and records of the Company and the Company’s Company Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub has the DLR Parties have relied solely upon the representations and warranties set forth in this Agreement and its their independent investigation and analysis of the Company and the Company’s Company Subsidiaries, and each of Parent the DLR Parties acknowledge and Merger Sub acknowledges and agrees agree that it has they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of the Company’s Company Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub each The DLR Parties acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger Mergers and Parent and Merger Sub the DLR Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of Parent The Company and Merger Sub has the Company Operating Partnership have conducted its their own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of DLR and the DLR Subsidiaries and acknowledge that the Company and the Company’s Subsidiaries and acknowledges that each of Parent and Merger Sub has Company Operating Partnership have been provided access to personnel, properties, premises and records of the Company DLR and the Company’s DLR Subsidiaries for such purposes. In entering into this Agreement, each of Parent the Company and Merger Sub has the Company Operating Partnership have relied solely upon the representations and warranties set forth in this Agreement and its their independent investigation and analysis of DLR and the DLR Subsidiaries, and the Company and the Company’s Subsidiaries, Company Operating Partnership acknowledge and each of Parent and Merger Sub acknowledges and agrees agree that it has they have not been induced by and has have not relied upon any representations, warranties or statements, whether express or implied, made by the CompanyDLR, any of the Company’s DLR Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company DLR’s Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent The Company and Merger Sub each the Company Operating Partnership acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the Company does not makenone of DLR, REIT Merger Sub, DLR OP, Merger Sub GP or OP Merger Sub makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company Merger and Parent the Partnership Merger, and Merger Sub the Company and the Company Operating Partnership are not relying on any representation or warranty except for those expressly set forth in this Agreement.

Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties. Each of The Parent and Merger Sub has Parties have conducted its their 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’s Company Subsidiaries and acknowledges acknowledge that each of the Parent and Merger Sub has Parties have been provided access to personnel, properties, premises and records of the Company and the Company’s Company Subsidiaries for such purposes. In entering into this Agreement, each of the Parent and Merger Sub has Parties have relied solely upon the representations and warranties set forth in this Agreement and its their independent investigation and analysis of the Company and the Company’s Company Subsidiaries, and each of the Parent Parties acknowledge and Merger Sub acknowledges and agrees agree that it has they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of the Company’s Company Subsidiaries, or any of their respective affiliates, stockholdersshareholders, controlling persons or Company its Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. The Parent and Merger Sub each Parties acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger Mergers and the Parent and Merger Sub Parties are not relying on any representation or warranty except for those expressly set forth in 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 CompanyParent’s Subsidiaries 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 CompanyParent’s Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub the Company has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company Parent and the CompanyParent’s Subsidiaries, and each of Parent and Merger Sub 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 the CompanyParent’s Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Parent’s Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent The Company acknowledges and Merger Sub each acknowledge and agree agrees that, except for the representations and warranties expressly set forth in this Agreement, the Company does not makenone of Parent or Merger Sub makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger Merger, and Parent and Merger Sub are the Company is not relying on any representation or warranty except for those expressly set forth in 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 CompanyParent’s Subsidiaries 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 CompanyParent’s Subsidiaries for such purposes. In entering into this Agreement, each of Parent and Merger Sub the Company has relied solely upon the representations and warranties set forth in this Agreement and its independent investigation and analysis of the Company Parent and the CompanyParent’s Subsidiaries, and each of Parent and Merger Sub 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 the CompanyParent’s Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Parent’s Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Parent The Company acknowledges and Merger Sub each acknowledge and agree agrees that, except for the representations and warranties expressly set forth in this Agreement, the Company does not makenone of Parent or Merger Sub makes, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger Merger, and Parent and Merger Sub are the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement.. ARTICLE IV REPRESENTATIONS AND