Common use of Investigation; Reliance Clause in Contracts

Investigation; Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the other Group Companies and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any other Group Company or any of their respective Representatives, except as expressly set forth in Article III (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby. Neither the Company nor any of its respective stockholders, Affiliates or Representatives shall have any liability to SPAC or any of its respective stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby. SPAC acknowledges that, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, neither the Company nor any of its stockholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and/or any Group Company.

Investigation; Reliance. SPAC Purchaser has such knowledge and experience in financial and business matters, and is a sophisticated purchaser capable of evaluating the merits and has made its own independent investigation, review and analysis regarding risks of the Company Transaction and the other Group Companies and the Transactions, which investigation, review and analysis were conducted transactions contemplated by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any other Group Company or any of their respective Representatives, except as expressly set forth in Article III (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, and has evaluated such documents and information as it has deemed necessary in connection with the Ancillary Agreements execution, delivery and performance of this Agreement. Purchaser confirms that Seller has made available to Purchaser and its Affiliates and Representatives the opportunity to ask questions of the officers and management of Seller and the other documents and transactions contemplated hereby and thereby. Neither Industrial Wood Business, as well as access to the Company nor any of documents, information, records or material made available to Purchaser or its respective stockholders, Affiliates or Representatives shall have any liability to SPAC or any of its respective stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions presentations or in any other form in expectation of or with respect to the Purchased Assets, the Assumed Liabilities and the Industrial Wood Business (the “Diligence Materials”) and to acquire additional information about the business and condition (financial or otherwise) of the TransactionsIndustrial Wood Business, except as expressly and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the Purchased Assets, the Assumed Liabilities and the Industrial Wood Business. Neither Purchaser nor any of its Affiliates or Representatives are relying on any representation or warranty of Seller or any of Seller’s Affiliates or Representatives, including the accuracy or completeness of any such other representations and warranties or any omissions relating thereto, whether express or implied, other than the representations and warranties set forth in this Agreement (as modified by the Company Disclosure Schedules) or in any certificate Transaction Document. With respect to any projection or forecast delivered by or on behalf of Seller to Purchaser, Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Company pursuant accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts, (iii) such projections and forecasts have not been independently verified, reflect various assumptions and may not prove to be correct, and (iv) Purchaser is familiar with each of the foregoing. Notwithstanding anything to the contrary, nothing contained in this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby. SPAC acknowledges that, except as expressly set forth Section 4.6 or elsewhere in this Agreement (as modified by the Company Disclosure Schedules) shall limit any right or in remedy of Purchaser or any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, neither the Company nor any of its stockholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty Indemnified Party with respect to fraud committed by any estimates, projections Person (regardless of whether such fraud relates to an express representation in this Agreement or forecasts involving the Company and/or any Group CompanyTransaction Document).

Investigation; Reliance. SPAC is a sophisticated purchaser In entering into this Agreement and has made in making its own independent investigation, review and analysis regarding determination to proceed with the Company Merger and the other Group Companies and the Transactions, which investigation, review and analysis were conducted transactions contemplated by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any other Group Company or any of their respective Representatives, except as expressly set forth in Article III (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements each of Purchaser and Acquisition Subsidiary has relied solely upon its own investigation and analysis and the other documents representations and transactions contemplated hereby and thereby. Neither warranties of the Company nor any of its respective stockholders, Affiliates or Representatives shall have any liability to SPAC or any of its respective stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in this Agreement and of the holders of Company Capital Stock expressly set forth in the Share Letter of Transmittal, and Purchaser and Acquisition Subsidiary are not relying and have not relied on any other representations or warranties, express or implied. Without limiting the generality of the foregoing, each of Purchaser and Acquisition Subsidiary acknowledges and agrees that: (as modified by a) except for the representations and warranties of the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby. SPAC acknowledges that, except as expressly set forth in this Agreement and of the holders of Company Capital Stock expressly set forth in the Share Letter of Transmittal, none of the Company, the Company Subsidiaries or their respective directors, officers, managers, employees, counsel, financial advisors and other representatives or agents (collectively, the “Company Representatives”) makes or has made any representation or warranty, either express or implied, as modified to the accuracy or completeness of any of the books, Contracts, commitments, records, materials or information provided or made available to Purchaser, Acquisition Subsidiary or the Purchaser Representatives, including with respect to any projections, estimates or budgets concerning any future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Company Subsidiaries and (b) subject to Section 6.12(b), the Company, the Company Subsidiaries, their respective Company Representatives and the Equityholders shall not have or be subject to any liability to Purchaser, Acquisition Subsidiary or any of the other Purchaser Indemnified Parties for the use of any such books, Contracts, commitments, records, materials or information provided or made available to Purchaser, Acquisition Subsidiary or the Purchaser Representatives. Except for the representations and warranties made by the Company Disclosure Schedules) or in any certificate delivered this Agreement and by the holders of Company Capital Stock made in the Share Letter of Transmittal, Purchaser and Acquisition Subsidiary acknowledge and agree that no Person has been authorized by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, neither or the Company nor any of its stockholders, Affiliates or Representatives is making, directly or indirectly, Subsidiaries to make any representation or warranty with respect regarding or relating to any estimates, projections or forecasts involving the Company and/or or any Group Companyof the Company Subsidiaries or otherwise in connection with the Merger or the other transactions contemplated by this Agreement and, if made, any such representation or warranty may not be relied upon as having been authorized by the Company or the Company Subsidiaries.

Investigation; Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the other Group Companies and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any other Group Company or any of their respective Representatives, except as expressly set forth in Article III IV (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and therebyTransactions. Neither the Company nor any of its respective stockholders, Affiliates or Representatives shall have any liability to SPAC or any of its respective stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and therebyTransactions. SPAC acknowledges that, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedules) or in any certificate delivered by the Company pursuant to this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and therebyTransactions, neither the Company nor any of its stockholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and/or any Group Company.