Common use of Investigation; No Additional Representations Clause in Contracts

Investigation; No Additional Representations. Buyer acknowledges and agrees that: (a) it has completed to its satisfaction its own due diligence review with respect to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by Seller in ARTICLE II, it is not relying upon any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (including, with respect to the accuracy or completeness thereof) with respect to (A) any projections, estimates or budgets, (B) the performance of any of the Subject Antibodies or (C) any other information or documents (financial or otherwise), other than as expressly made by Seller in ARTICLE II.

Investigation; No Additional Representations. Buyer In entering into this Agreement, each of Buyer, Merger Sub and Merger Sub 2 acknowledges and agrees, without limiting its right to rely on the representations, warranties, covenants and agreements contained herein, that it (a) has conducted its own independent investigation, review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Acquired Companies, (b) has had full access to the books, records, facilities and personnel of the Acquired Companies, and has been furnished with or given full access to such information about the Acquired Companies and their respective businesses and operations, as it has reasonably requested, (c) has relied solely upon its own independent investigation, review and analysis, and (d) has such knowledge and experience as to be aware of the risks and uncertainties inherent in the purchase of interests of the type contemplated by this Agreement, as well as the knowledge of the Acquired Companies and their operations in particular, and has independently made its own analysis and decision to enter into this Agreement. Each of Buyer, Merger Sub and Merger Sub 2 acknowledges and agrees that: (a) it has completed to its satisfaction its own due diligence review with respect to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by Seller expressly set forth in ARTICLE IIArticle 3 none of the Company, it is not relying upon Parent, any of their Affiliates nor any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy Person on behalf of any other informationof them, record, projection makes or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (includingBuyer, Merger Sub, Merger Sub 2 or any other Person with respect to Parent, the Acquired Companies or the Transactions, express or implied, at law or in equity (including as to the accuracy or of completeness thereof) with respect to (A) any projections, estimates or budgets, (B) the performance of any of the Subject Antibodies information provided or (Cmade available to Buyer, Merger Sub, Merger Sub 2 or any of their agents, representatives, lenders or Affiliates prior to the execution of this Agreement) and the Company and Parent by this Agreement disclaim any such representation or warranty, whether by the Company, Parent, their Affiliates or any other Person, notwithstanding the delivery or disclosure to Buyer, Merger Sub, Merger Sub 2 or any of their officers, directors, employees, agents or representatives or any other Person, of any documentation or other information by the Company, Parent, their Affiliates or documents (financial any other Person with respect to any one or otherwise), other than as expressly made by Seller in ARTICLE IImore of the foregoing.

Investigation; No Additional Representations. Buyer acknowledges Parent and agrees that: Merger Sub acknowledge, covenant and agree, on behalf of themselves and their Affiliates, (a) it has that they have completed to its their satisfaction its their own due diligence review investigation, and based thereon, formed their own independent judgment with respect to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by Seller in ARTICLE II, it is not relying upon any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom)Companies, (b) it has had that they have been furnished with or given full access to its full satisfaction such documents and information about the Acquired Companies and their respective businesses and operations as they and their Representatives have deemed necessary to such information as it has requestedenable them to make an informed decision with respect to the execution, delivery and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into performance of this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby hereby, (c) that, in entering into this Agreement, they have relied solely upon their own investigation and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review analysis and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller of the Company expressly contained in ARTICLE II or Buyer’s recourse for any breach of such representations SECTION 4 and warranties. Notwithstanding anything in the certificate delivered pursuant to the contrary contained herein, Section 9.5(a) and (d) that (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as the representations and warranties of the Company expressly made by Seller contained in ARTICLE II SECTION 4 and (ii) neither Seller nor any Affiliatein the certificate delivered pursuant to Section 9.5(a), officer, director, employee, consultant, agent, advisor or other representative thereof makes any no representation or warranty to Buyer (including, with respect has been or is being made by the Company or any other Person as to the accuracy or completeness thereof) with respect to (A) any projections, estimates or budgets, (B) the performance of any of the Subject Antibodies information provided or made available to Parent or Merger Sub or any of their respective Representatives and (Cii) there are uncertainties inherent in attempting to make estimates, projections, forecasts, plans, budgets and similar materials and information, Parent and Merger Sub are familiar with such uncertainties, Parent and Merger Sub taking full responsibility for making their own evaluations of the adequacy and accuracy of any and all estimates, projections, forecasts, plans, budgets and other materials or information that may have been delivered or documents (financial made available to them or otherwise)any of their respective Representatives, other than as expressly made by Seller in ARTICLE IIParent and Merger Sub have not relied and shall not rely on such information, and Parent and Merger Sub shall not assert, and shall cause their Affiliates not to assert, any claims against the Acquired Companies or the Non-Parties with respect thereto.

Investigation; No Additional Representations. Buyer acknowledges and agrees that: , in connection with the decision to enter into this Agreement and consummate the Transactions, Buyer, its Affiliates, and each of their respective Representatives have inspected and conducted an independent review, investigation and analysis (afinancial, tax, legal and otherwise) it has completed to its satisfaction its own due diligence review with respect of the Acquired Companies and their respective Businesses. Buyer further acknowledges and agrees that, notwithstanding anything to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation andcontrary contained herein, except for the specific representations and warranties expressly made by Seller in ARTICLE IIIII (in each case, it is not relying upon as qualified by the Disclosure Schedules) and ARTICLE IV, none of the Seller Group, Landcar Management, the Acquired Companies, the Banker, any other representation or warranty of Seller Nonparty Affiliates (as defined below), or any Affiliateof their respective Affiliates or Representatives has made, officeris making, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer have been made, and Buyer, its Affiliates, and their respective Representatives have not relied, are not relying and will not rely on, any representation or warranty, expressed express or implied, written at law or oralin equity, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (includingomission of a material fact, with respect to the accuracy or completeness thereof) with respect to (Aa) any projections, estimates or budgetsAcquired Company, (Bb) the performance of any of the Subject Antibodies their respective Businesses, assets, Liabilities, operations, prospects, or (C) any other information or documents condition (financial or otherwise), (c) the Transactions, (d) the accuracy or completeness of any information regarding any of the foregoing, including any confidential information memorandum, management presentation, projections, budgets or any other than as expressly information, document or material made available to Buyer, its Affiliates, or any of their respective Representatives in the Data Room, confidential information memorandums, management presentations, or any in any other form, or (e) any other matter whatsoever related to the foregoing. Without limiting the generality of the foregoing, Buyer further acknowledges and agrees that, with respect to any estimate, projection, forecast or other forward looking statement delivered by or on behalf of the Seller Group, Landcar Management, or any of the Acquired Companies to Buyer, any of its Affiliates, and/or any of their respective Representatives, (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and forward looking statements, (ii) Buyer is aware that actual results may differ materially, and (iii) no Person shall have any claim against the Seller Group, Landcar Management, any Acquired Company, any Nonparty Affiliate or any other Person with respect to any such estimate, projection, forecast or forward looking statement. Buyer acknowledges and agrees that, notwithstanding the terms of the representations and warranties made in ARTICLE IIIII, following the First Closing, Parent shall not be deemed to make any representations or warranties of any kind in respect of the First Closing Acquired Companies or the operation or conduct of their respective Businesses following the First Closing.

Investigation; No Additional Representations. Buyer hereby acknowledges and agrees that: , in connection with the decision to enter into this Agreement and consummate the Transactions, Buyer and its Representatives has inspected and conducted an independent review, investigation and analysis (afinancial, tax, legal and otherwise) it has completed to of the Acquired Entities and their respective businesses as desired by Bxxxx and its satisfaction its own due diligence review with respect Representatives. Buyer further acknowledges and agrees that, notwithstanding anything to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation andcontrary contained herein, except for the specific representations and warranties expressly made in Article 3 or Article 4 (as qualified or modified by Seller in ARTICLE IIthe Disclosure Schedules), it none of Parent, the Acquired Entities, or any Nonparty Affiliate has made, is making or will make, and Buyer, its Affiliates and their respective Representatives have not relied, are not relying upon any other representation or warranty of Seller or any Affiliateand will not rely on, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed express or implied, written at law or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (includingequity, with respect to the accuracy (a) Parent or completeness thereof) with respect to (A) any projections, estimates or budgetsAcquired Entity, (Bb) the performance of any of the Subject Antibodies their respective businesses, assets, Liabilities, operations, prospects, or (C) any other information or documents condition (financial or otherwise), (c) the Transactions, (d) the accuracy or completeness of any information regarding any of the foregoing, including any confidential information memorandum, management presentation, projections, budgets or any other than as expressly information, document or material made available to Buyer, its Affiliates or any of their respective Representatives in the Data Room, management presentations or any in any other form, or (e) any other matter whatsoever. Without limiting the generality of the foregoing, Bxxxx further acknowledges and agrees that, with respect to any estimate, projection, forecast or other forward looking statement delivered by Seller or on behalf of Parent or any of the Acquired Entities to Buyer, any of its Affiliates or any of their respective Representatives, (i) there are uncertainties inherent in ARTICLE IIattempting to make such estimates, projections, forecasts and forward looking statements, (ii) Buyer is aware that actual results may differ materially, and (iii) no Person shall have any claim against Parent, any Acquired Entity, any Nonparty Affiliate or any other Person with respect to any such estimate, projection, forecast or forward looking statement.

Investigation; No Additional Representations. Buyer acknowledges that it and agrees that: (a) its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it has completed and its Representatives have desired or requested to review, and that it and its satisfaction Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and based thereon and on its own knowledge, has formed an independent judgment concerning the advisability of the Transactions and the Albertson’s Asset Purchase. Buyer acknowledges that neither Seller nor any person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company and its Subsidiaries furnished or made available to Buyer and its Representatives except as expressly set forth in Article III, and neither Seller, its directors, officers, employees, agents or other representatives, nor any other person shall be subject to any liability to Buyer or any other person resulting from Seller’s making available to Buyer or Buyer’s use of such information, including the management presentation materials delivered to Buyer, as subsequently updated, supplemented or amended (the “Confidential Information Memorandum”), or any information, documents or material made available to Buyer in the due diligence review materials provided to Buyer, including in the data room, other management presentations (formal or informal) or in any other form in connection with respect to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation andAgreement. Without limiting the foregoing, except for the specific representations and warranties made by Seller in ARTICLE II, it is not relying upon any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any no representation or warranty to Buyer (including, with respect to the accuracy or completeness thereof) with respect to (Ai) the information set forth in the Confidential Information Memorandum or (ii) any projections, estimates business or budgets, (B) financial projection or forecast relating to the performance of Company or any of its Subsidiaries, whether or not included in the Subject Antibodies Confidential Information Memorandum, the data room or (C) any other information or documents (financial or otherwise)management presentation. Buyer, other than on its behalf and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Except as expressly made by Seller set forth in ARTICLE IIArticle III, Buyer is acquiring the Company without any representations or warranties, express or implied, as to merchantability, satisfactory quality, or fitness for any particular purpose, in an “as is” condition and on a “where is” basis.

Investigation; No Additional Representations. Buyer, on its own behalf and on behalf of the other Buyer Related Parties, acknowledges and agrees that: (a) it has completed , in connection with the decision to its satisfaction its own due diligence review with respect to the Acquired Assets enter into this Agreement and it is entering into consummate the transactions contemplated by this Agreement based hereby, each such Person has inspected and conducted an independent review, investigation and analysis (financial, tax, legal and otherwise) of the Acquired Companies and their respective businesses. Buyer, on such investigation andits own behalf and on behalf of the other Buyer Related Parties, further acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except for the specific representations and warranties expressly made by Seller in ARTICLE II, it is not relying upon Article III (as qualified or modified by the Seller Disclosure Schedules) and any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor certificate or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information Ancillary Document delivered by Seller in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby hereby, none of the Seller Related Parties or any other Person has made, is making or will make, or will have any liability, except in the case of Fraud, with respect to, and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review the Buyer Related Parties have not relied, are not relying and access to advisors and informationwill not rely on, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed express or implied, written at law or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (includingequity, with respect to (a) Seller or any Acquired Company, (b) the Shares or any other Equity Securities of the Acquired Companies, (c) the structure, businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) of the Acquired Companies, (d) the transactions contemplated hereby, (e) the accuracy or completeness thereofof any information regarding any of the foregoing, including any confidential information memorandum, management presentation, quality of earnings report, market study or other due diligence report or memorandum, projections, budgets or any other information, document or material made available to any Buyer Related Party in “data rooms” and online “data sites,” management presentations or any in any other form, or (f) LEGAL_US_E # 161486834.17 any other matter whatsoever. Without limiting the generality of the foregoing, Buyer, on its own behalf and on behalf of the other Buyer Related Parties, further acknowledges and agrees that, with respect to any estimate, projection, forecast or other forward looking statement delivered or made available to any Buyer Related Party, (Ai) any there are uncertainties inherent in attempting to make such estimates, projections, estimates or budgetsforecasts and forward looking statements, (Bii) the performance Buyer Related Parties are aware that actual results may differ materially, (iii) no Person shall have any claim against any Seller Related Party or any other Person with respect to any such estimate, projection, forecast or forward looking statement, (iv) none of Seller Related Parties or any other Person has made, is making or will make, or will have any liability with respect to, any representations or warranties regarding the probable success or profitability of the Subject Antibodies Acquired Companies or (C) any other information or documents (financial or otherwise), other than as expressly made by Seller in ARTICLE IItheir respective businesses.

Investigation; No Additional Representations. Buyer acknowledges and agrees that: , in connection with the decision to enter into this Agreement and consummate the Transactions, Buyer, its Affiliates, and each of their respective Representatives have inspected and conducted an independent review, investigation and analysis (afinancial, tax, legal and otherwise) it has completed to its satisfaction its own due diligence review with respect of the Acquired Companies and their respective Businesses. Buyer further acknowledges and agrees that, notwithstanding anything to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation andcontrary contained herein, except for the specific representations and warranties expressly made by Seller in ARTICLE IIIII (in each case, it is not relying upon as qualified by the Disclosure Schedules) and ARTICLE IV, none of Owners, Owners Representative, the Acquired Companies, the Banker, any other representation or warranty of Seller Nonparty Affiliates (as defined below), or any Affiliateof their respective Affiliates or Representatives has made, officeris making, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer have been made, and Buyer, its Affiliates, and their respective Representatives have not relied, are not relying and will not rely on, any representation or warranty, expressed express or implied, written at law or oralin equity, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (includingomission of a material fact, with respect to the accuracy or completeness thereof) with respect to (Aa) any projections, estimates or budgetsAcquired Company, (Bb) the performance of any of the Subject Antibodies their respective Businesses, assets, Liabilities, operations, prospects, or (C) any other information or documents condition (financial or otherwise), (c) the Transactions, (d) the accuracy or completeness of any information regarding any of the foregoing, including any confidential information memorandum, management presentation, projections, budgets or any other than as expressly information, document or material made available to Buyer, its Affiliates, or any of their respective Representatives in the Data Room, confidential information memorandums, management presentations, or any in any other form, or (e) any other matter whatsoever related to the foregoing. Without limiting the generality of the foregoing, Buyer further acknowledges and agrees that, with respect to any estimate, projection, forecast or other forward looking statement delivered by Seller or on behalf of Owners or any of the Acquired Companies to Buyer, any of its Affiliates, and/or any of their respective Representatives, (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and forward looking statements, (ii) Buyer is aware that actual results may differ materially, and (iii) no Person shall have any claim against Owners, the Owners Representative, any Acquired Company, any Nonparty Affiliate or any other Person with respect to any such estimate, projection, forecast or forward looking statement. Buyer acknowledges and agrees that, notwithstanding the terms of the representations and warranties made in ARTICLE IIIII, following the First Closing, Owners shall not be deemed to make any representations or warranties of any kind in respect of the First Closing Acquired Companies or the operation or conduct of their respective Businesses following the First Closing.

Investigation; No Additional Representations. In entering into this Agreement, Buyer acknowledges and agrees that: that it (a) it has completed to its satisfaction conducted its own due diligence independent investigation, review with respect to and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by Seller in ARTICLE II, it is not relying upon any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom)Companies, (b) it has had access to its the books, records, facilities and personnel of the Acquired Companies, and has been furnished with or given full satisfaction access to such information about the Acquired Companies and their respective businesses and operations as it has reasonably requested, and (c) it has had such opportunity knowledge and experience as to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation be aware of the transactions risks and uncertainties inherent in the purchase of interests of the type contemplated hereby by this Agreement. Buyer acknowledges and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and informationagrees that, however, does not modify, limit or otherwise alter (i) except for the representations and warranties made expressly set forth in Article 3 and Article 4 herein (as qualified by the Seller Disclosure Schedule) or in ARTICLE II any Ancillary Agreement, none of Seller or Buyer’s recourse for any breach other Person on behalf of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor makes or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (including, or any other Person with respect to Seller, the accuracy Acquired Companies or completeness thereof) the Transactions, express or implied, at law or in equity, and Seller by this Agreement disclaims any such representation or warranty, whether by Seller or any other Person, notwithstanding the delivery or disclosure to Buyer or any of its officers, directors, employees, agents or representatives or any other Person of any documentation or other information by Seller or any other Person with respect to any one or more of the foregoing and (Aii) except for the representations and warranties expressly set forth in Section 11.15(b), none of Seller Parent or any projectionsother Person on behalf of Seller Parent makes or shall be deemed to make any representation or warranty to Buyer or any other Person with respect to Seller Parent, estimates express or budgetsimplied, (B) at law or in equity, and Seller Parent by this Agreement disclaims any such representation or warranty, whether by Seller Parent or any other Person, notwithstanding the performance delivery or disclosure to Buyer or any of its officers, directors, employees, agents or representatives or any other Person of any documentation or other information by Seller Parent or any other Person with respect to any one or more of the Subject Antibodies foregoing. Without limiting the foregoing, Buyer acknowledges and agrees that except for the representations and warranties expressly set forth in Article 3, Article 4 and Section 11.15(b), in each case as qualified by the Seller Disclosure Schedule, or (C) contained in any Ancillary Agreement, neither Buyer nor any Non-Contracting Buyer Party has relied on any other information representations, warranties or documents statements (financial including by omission) of any kind or otherwise)nature of or relating to Seller, other than as expressly made by the Acquired Companies or Seller Parent or any of their respective businesses or otherwise in ARTICLE IIconnection with this Agreement or the Transactions.

Investigation; No Additional Representations. Buyer Notwithstanding anything to the contrary herein, the Purchaser acknowledges and agrees that: (a) it has completed , in connection with the decision to its satisfaction its own due diligence review with respect to the Acquired Assets enter into this Agreement and it is entering into consummate the transactions contemplated hereby, the Purchaser has inspected and conducted such independent review, investigation and analysis (financial and otherwise) of the Companies and their respective businesses as desired by this Agreement based on such investigation andthe Purchaser. The Purchaser further acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except for the specific representations and warranties expressly made by the Companies, the Seller and the Parent in ARTICLE IIthis Agreement (as qualified or modified by the Schedules) or contained in any ancillary document or in any certificate delivered in connection herewith or therewith or except in the case of Fraud, it none of the Parent, the Seller or the Companies or any of their respective Affiliates has made, is making or will make, and the Purchaser and its Affiliates and their representatives have not relied, are not relying upon and will not rely on, any other representation or warranty warranty, express or implied, at law or in equity, with respect to (a) the Companies; (b) their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise); (c) the transactions contemplated hereby; (d) the accuracy or completeness of Seller any information regarding any of the forgoing, including any confidential information memorandum, management presentation, projections, budgets or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection document or statement material made available to the Purchaser or given its Affiliates or any of their representatives in any virtual data room and online “data sites,” management presentations or in any other form; or (e) any other matter whatsoever. Without limiting the generality of the foregoing, the Purchaser further acknowledges and agrees that, with respect to Buyer any estimate, projection, forecast or other forward looking statement delivered by or on behalf of any Company to the Purchaser, its Affiliates and/or their representatives, (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and forward looking statements; (ii) the Purchaser is aware that actual results may differ materially; and (iii) no Person shall have any claim against the Parent, the Seller or any of their Affiliates or any other Person with respect to any such estimate, projection, forecast or forward looking statement, except in the performance case of such Fraud. Any evaluation or investigation (by the Purchaser or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does representatives shall not modify, limit or otherwise alter affect the representations and warranties made by the Companies, the Parent or the Seller in ARTICLE II this Agreement (as qualified or Buyer’s recourse modified by the Schedules) and any ancillary document and in any certificate delivered in connection herewith or therewith or the rights or remedies of the Purchaser for any breach breaches of such those representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (including, with respect to the accuracy or completeness thereof) with respect to (A) any projections, estimates or budgets, (B) the performance of any of the Subject Antibodies or (C) any other information or documents (financial or otherwise), other than as expressly made by Seller in ARTICLE II.