Common use of Investigation; No Reliance Clause in Contracts

Investigation; No Reliance. Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning Parent, the Seller, the Transferred Companies, the Purchased Shares, the Business and the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Except for the specific representations and warranties expressly made by each of Parent and the Seller in ARTICLE III or any Transaction Agreement: (i) Buyer acknowledges and agrees that (a) Parent, the Seller, the Transferred Companies, and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Purchased Shares, Parent, the Seller, the Transferred Companies, the Business, or any of Parent’s, the Seller’s or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Seller, the Transferred Companies or the Business furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement), and (b) no officer, agent, representative or employee of Parent, the Seller, the Transferred Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives, and acknowledges and agrees that Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (iii) Buyer specifically disclaims any obligation or duty by Parent, the Seller, the Transferred Companies or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in ARTICLE III; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE III or in any other Ancillary Agreement. Nothing in this Section 4.10 shall limit (or be deemed to limit), in any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied on the accuracy and completeness of the representations and warranties in ARTICLE III of this Agreement or in any other Ancillary Agreement.

Investigation; No Reliance. Buyer acknowledges and agrees that it (a) has made its own inquiry and investigation into, and, and based thereon, thereon has formed an independent judgment concerning Parentconcerning, the SellerCompany and its Subsidiaries, the Transferred Companies, the Purchased Shares, the Business their business and the transactions contemplated hereby. Buyer is knowledgeable about the industry in which the Company and its Subsidiaries operate and is capable of evaluating the merits and risks of its purchase of the Equity Interests as contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. Buyer has been afforded access to the books and records, facilities and personnel of the Company and its Subsidiaries for purposes of conducting a due diligence investigation of the Company and its Subsidiaries and has been furnished with or given access to such information about the Company and its Subsidiaries as it has requested, all to the satisfaction of Buyer. Buyer acknowledges, without limiting the foregoing, that neither any other assetsSeller nor the Company is making any representation or warranty with respect to (a) except as otherwise expressly set forth in Sections 3 and 4 hereof, rights any information made available to Buyer or obligations its representatives in the “data room” created for purposes of the sale of the Company or (b) any financial projections, estimates or forecasts relating to be transferred hereunder the Company or pursuant heretoits Subsidiaries. Except for With respect to any such projections, estimates or forecasts delivered or made available by or on behalf of the specific representations and warranties expressly made by each of Parent and the Seller in ARTICLE III Company or any Transaction Agreement: (i) Seller, Buyer acknowledges and agrees that (a) Parent, the Seller, the Transferred Companies, and their respective Affiliates and Representatives there are not making and have not made any representation or warranty, expressed or implied, at law or uncertainties inherent in equity, in respect of the Purchased Shares, Parent, the Seller, the Transferred Companies, the Business, or any of Parent’s, the Seller’s or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect attempting to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, make projections, material estimates or other information (financial or otherwise) regarding Parentforecasts, the Seller, the Transferred Companies or the Business furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement), and (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its evaluation of the adequacy and accuracy of such projections, estimates and forecasts so furnished to it (including the reasonableness of the assumptions underlying such projections, estimates or forecasts) and (d) it shall make no officer, agent, representative or employee of Parent, claim against the Seller, the Transferred Companies Sellers (or any of their respective Affiliates and Representatives has any authoritypartners, express directors, officers, employees, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; (iiaffiliates) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives, and acknowledges and agrees that Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (iii) Buyer specifically disclaims any obligation or duty by Parent, the Seller, the Transferred Companies or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in ARTICLE III; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE III or in any other Ancillary Agreement. Nothing in this Section 4.10 shall limit (or be deemed to limit), in any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied on the accuracy and completeness of the representations and warranties in ARTICLE III of this Agreement or in any other Ancillary Agreementperson with respect thereto.

Investigation; No Reliance. Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning Parentthe Seller Parties, the SellerTransferred Interests, the Transferred IP, the Transferred Companies, the Purchased Shares, respective businesses of the Business Transferred Companies and the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Except for the specific representations and warranties expressly made by each Parent in Article III of this Agreement (and, for the avoidance of doubt, without limitation of any representations, warranties and agreements made by Parent and the Seller in ARTICLE III or pursuant to any Transaction Additional Agreement: ), (i) Buyer acknowledges and agrees that (a) Parent, the SellerSeller Parties, the Transferred Companies, Companies and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Purchased Shares, ParentTransferred Interests, the SellerTransferred IP, the Seller Parties, the Transferred Companies, the Business, or any of Parent’s, the Seller’s Seller Parties’ or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Businessrespective businesses of the Transferred Companies, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the SellerSeller Parties, the Transferred Companies or the Business their respective businesses furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement)whatsoever, and (b) no officer, agent, representative or employee of Parent, the SellerSeller Parties, the Transferred Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; , and (iic) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representativesany person, and acknowledges and agrees that Parent, the SellerSeller Parties, the Transferred Companies and their respective Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (iii) . Buyer specifically disclaims any obligation or duty by Parent, the SellerSeller Parties, the Transferred Companies or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in ARTICLE III; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE III or in any other Ancillary Agreement. Nothing in this Section 4.10 shall limit (or be deemed to limit), in any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied on the accuracy and completeness of the representations and warranties in ARTICLE Article III of this Agreement or in any other Ancillary Agreement.

Investigation; No Reliance. Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning Parent, the Seller, the Company the Transferred Companies, the Purchased Shares, the Business and the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Except for the specific representations and warranties expressly made by each of Parent the Seller and the Seller Company in ARTICLE Article III or any Transaction and Article IV of this Agreement: , (i) Buyer acknowledges and agrees that (a) Parent, the Seller, the Company, the Transferred Companies, Companies and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Purchased Shares, Parentthe Seller, the SellerCompany, the Transferred Companies, the Business, or any of Parentthe Seller’s, the SellerCompany’s or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Businessbusiness of the Company, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Seller, the Company or the Transferred Companies or the Business furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement)whatsoever, and (b) no officer, agent, representative or employee of Parentthe Seller, the SellerCompany, the Transferred Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representativesany person, and acknowledges and agrees that Parentthe Seller, the SellerCompany, the Transferred Companies and their respective Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (iii) Buyer specifically disclaims any obligation or duty by Parentthe Seller, the SellerCompany, the Transferred Companies or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in ARTICLE IIIArticle III and Article IV of this Agreement; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE Article III or in any other Ancillary Agreement. Nothing in this Section 4.10 shall limit (or be deemed to limit), in any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied on the accuracy and completeness of the representations and warranties in ARTICLE III Article IV of this Agreement or in any other Ancillary Agreement.

Investigation; No Reliance. Buyer Acquiror acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning Parentthe Sellers, the Seller, the Transferred Acquired Companies, the Purchased Shares, the Business Interests and the transactions contemplated by this Agreement Contemplated Transactions and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Except for the specific representations and warranties expressly made by each of Parent the Sellers and the Seller Acquired Companies in ARTICLE III Article 3 and Article 4 of this Agreement, or in any certificate delivered pursuant to this Agreement or any Transaction Agreement: (i) Buyer of the Related Agreements, Acquiror acknowledges and agrees that (ai) Parent, the Seller, Sellers and the Transferred Companies, Acquired Companies and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Purchased Shares, ParentInterests, the SellerSellers, the Transferred Acquired Companies, the Business, or any of Parent’s, the Seller’s or the Transferred Acquired Companies’ respective businesses, assets, liabilitiesLiabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilitiesLiabilities, the prospects of the Businessbusiness of the Acquired Companies, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Seller, business of the Transferred Acquired Companies or the Business furnished to Buyer Acquiror or its Representatives or made available to Buyer Acquiror and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement)whatsoever, and (bii) no officer, agent, representative Representative of the Sellers or employee of Parent, the Seller, the Transferred Acquired Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; (ii) Buyer specifically disclaims that it is relying upon or has relied upon , in any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives, and acknowledges and agrees that Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (iii) Buyer specifically disclaims any obligation or duty by Parent, the Seller, the Transferred Companies certificate delivered pursuant to this Agreement or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations Related Agreements. The parties hereto acknowledge and warranties set forth in ARTICLE III; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE III or in any other Ancillary Agreement. Nothing agree that nothing contained in this Section 4.10 5.12 shall limit (or be deemed to limit), in waive any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied based on the accuracy and completeness of the representations and warranties in ARTICLE III of this Agreement or in any other Ancillary Agreement.fraud. ARTICLE

Investigation; No Reliance. Buyer acknowledges Parent and agrees Merger Subsidiary each acknowledge and agree that it (a) has made conducted to its own inquiry and investigation into, and, based thereon, has formed satisfaction an independent judgment concerning Parentinvestigation of, and has had an opportunity to discuss and ask questions regarding, the Sellerbusiness of the Company and its Subsidiaries with the management of the Company, (b) has had access to the books and records of the Company, the Transferred Companies, “data room” maintained by the Purchased Shares, the Business and Company for purposes of the transactions contemplated by this Agreement and such other information as it has desired or requested to review and (c) has conducted its own independent investigation of the Company and its Subsidiaries and the transactions contemplated hereby, and has not relied on any other assetsrepresentation or warranty by any Person regarding the Company and its Subsidiaries, rights except as expressly set forth in Article 4, including any implied warranty or obligations representation as to be transferred hereunder condition, merchantability, suitability or pursuant heretofitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Except for the specific Such representations and warranties expressly made by the Company constitute the sole and exclusive representations and warranties of the Company to Parent and Merger Subsidiary in connection with the Merger and the other transactions contemplated by this Agreement, and each of Parent and the Seller in ARTICLE III or any Transaction AgreementMerger Subsidiary understands, acknowledges, and agrees that: (i) Buyer acknowledges all other representations and agrees that warranties of any kind or nature, express or implied (a) Parentincluding, but not limited to, any relating to the Sellerfuture or historical financial conditions, the Transferred Companies, and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect results of the Purchased Shares, Parent, the Seller, the Transferred Companies, the Business, or any of Parent’s, the Seller’s or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, assets or condition (financial liabilities or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the BusinessCompany and its Subsidiaries) are specifically disclaimed by Parent and Merger Subsidiary; and (ii) no Person has been authorized by the Company to make any representations or warranties relating to the Company, the effectiveness its Subsidiaries or the success business of the Company or its Subsidiaries or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon by Parent and Merger Subsidiary as having been authorized by the Company and shall not be deemed to have been made by the Company. Without limiting the generality of the foregoing, it is understood that any operationscost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in the “data room”) or management presentations that have been or shall hereafter be provided to Parent and Merger Subsidiary are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, of the Seller, the Transferred Companies or the Business furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement), and (b) no officer, agent, representative or employee of Parent, the Seller, the Transferred Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically foregoing except as may be expressly set forth in this Agreement; (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent. Except as otherwise expressly set forth in this Agreement, the Seller, the Transferred Companies each of Parent and their respective Affiliates and Representatives, and acknowledges Merger Subsidiary understands and agrees that Parentany inventory, equipment, vehicles, assets, properties and business of the SellerCompany and its Subsidiaries are furnished “as is”, “where is” and, subject only to the Transferred Companies representations and their respective Affiliates warranties contained in Article 4, with all faults and Representatives have specifically disclaimed and do hereby specifically disclaim any such without other representation or warranty made by of any Person; (iii) Buyer specifically disclaims any obligation or duty by Parent, the Seller, the Transferred Companies or any of their respective Affiliates or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in ARTICLE III; and (iv) Buyer is acquiring the Purchased Shares subject only to the specific representations and warranties set forth in ARTICLE III or in any other Ancillary Agreement. Nothing in this Section 4.10 shall limit (or be deemed to limit), in any manner (as a waiver or otherwise), the right of Buyer to pursue a claim for Fraud, or otherwise be interpreted that Buyer has not relied on the accuracy and completeness of the representations and warranties in ARTICLE III of this Agreement or in any other Ancillary Agreementnature whatsoever.