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 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.