Common use of Investigation Clause in Contracts

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b).

Investigation. (a) The Each Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, and based thereon, thereon has formed an independent judgment concerning, the Business business of the Company and the Pershing Companies and Company Subsidiaries, (ii) neither has been furnished with or given such adequate access to such information about the Sellerrespective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the Pershing Companies nor respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or claim against the Seller or the Pershing Companies shall be liable for or bound in any manner byCompany, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies Company Subsidiary or any of their assetsAffiliates or Representatives, except as specifically set forth or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company contained in Article III this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of this Agreementthe Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with the each Purchaser's investigation of the Businessrespective business of the Company and the Company Subsidiaries, the such Purchaser has received from the Seller certain estimates, projections and other forecasts for the Businessrespective business of the Company and the Company Subsidiaries, and certain prospective plan and budget informationinformation (collectively, the "Forward Looking Information"). The Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the such Purchaser is familiar with such uncertainties, that the such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller Company makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.03.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's ’s investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b).

Investigation. The Buyer Parties acknowledge and agree that they (a) The Purchaser acknowledges and agrees that (i) it has have made its their own inquiry and investigation into, and, based thereon, has have formed an independent judgment concerningconcerning the Target Companies, the Transferred Interests, the Company Business and the Pershing Companies assets and Liabilities thereof, the Contemplated Transactions and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement, and (iib) neither the have been furnished with, or given adequate access to, such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about Seller, the Pershing Companies nor Target Companies, the Transferred Interests, the Company Business and the assets and Liabilities thereof and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement, as the Buyer Parties have requested. The Buyer Parties further acknowledge and agree that (i) the only representations and warranties made by the Company or any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to its Affiliates (including Seller and the Company’s Subsidiaries) are the representations and warranties expressly set forth in Article III and Article IV (as modified by the Schedules hereto) and the Buyer Parties have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in not relied upon any manner by, any other express or implied representations, warrantieswarranties or other projections, guaranties forecasts, estimates, appraisals, statements, promises, advice, data or promises pertaining to information made, communicated or furnished by or on behalf of the Business, the Pershing Companies Company or any of their assetsits Affiliates, except as specifically any Representatives of the Company or any of its Affiliates or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s banking representatives, or management presentations, Data Room or other due diligence information, and that the Buyer Parties will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (ii) any claims that any Buyer Indemnified Party may have for breach of any representation or warranty shall be based solely on the representations and warranties expressly set forth in Article III of this Agreement. and Article IV (b) In connection with as modified by the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(bSchedules hereto).

Investigation. (a) The Purchaser Each of Parent and Buyer acknowledges and agrees that it (ia) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Companies, the Shares, the Business and the Pershing Companies Contemplated Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement and the Buyer Ancillary Agreements and (b) has been furnished with, or given access to, certain projections, forecasts, estimates, appraisals, statements, data or information about Seller, the Companies, the Shares, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement and the Buyer Ancillary Agreements, as it has requested. Each of Parent and Buyer further acknowledges and agrees that (i) the only representations and warranties made by Seller are the representations and warranties expressly set forth in Article V (as modified by the Schedules), (ii) neither except as to those matters expressly covered by the Sellerrepresentations and warranties set forth in Article V (as modified by the Schedules), Seller is selling the Pershing Shares (and the Business and the Companies nor any of their respective directorsrepresented thereby) on an “as is, officers, employees, agents or representatives has made, or shall be deemed to have madewhere is” basis, and none of such persons Seller disclaims all other representations and warranties, whether express or the Seller or the Pershing Companies shall be liable for or bound in implied, (iii) neither Parent nor Buyer has relied upon any manner by, any other express or implied representations, warranties, guaranties warranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projectionsappraisals, forecastsstatements, prospective plans and budgets so data or information made, communicated or furnished to it, and that the Purchaser will not assert any claim against the by or on behalf of Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultantsrepresentatives or any other Person, counsel, accountants, including through any investment bankers or representativesbanker, or hold the Seller management presentations, data rooms (electronic or otherwise) or other due diligence information, and (iv) any such persons liable, with respect thereto. Accordingly, the Seller makes no claims Parent or Buyer may have for breach of any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to shall be based solely on the representations and warranties of Seller expressly set forth in this Section 5.06(bArticle V (as modified by the Schedules).

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made conducted its own inquiry independent review and investigation intoanalysis of the businesses, andassets, based thereoncondition, has formed an independent judgment concerningoperations and prospects of the Unwired Planet Companies. In entering into this Agreement, the Business Purchaser has relied solely upon its own investigation and analysis, and the Pershing Companies Purchaser acknowledges that, except for the representations and warranties of the Seller expressly set forth in Article 3 (iiincluding the Seller Disclosure Letter) neither or Section 4.10(c) to which the SellerPurchaser is expressly relying upon, none of the Pershing Seller or any of the Unwired Planet Companies nor any of their respective directorsRepresentatives makes any other representation or warranty, officerseither express or implied, employeeson behalf of the Seller. Without limiting the generality of the foregoing, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or any of the Pershing Companies shall be liable for or bound in any manner byUnwired Planet Companies, any express of their respective Representatives, or implied representations, warranties, guaranties any other Person has made a representation or promises pertaining warranty to the BusinessPurchaser with respect to (a) any projections, estimates or budgets for the Pershing Unwired Planet Companies or (b) any material, documents or information relating to the Seller or any of their assetsthe Unwired Planet Companies made available to the Purchaser or its Representatives in any “data room,” confidential memorandum, other offering materials or otherwise, except as specifically expressly set forth in Article III of this Agreement3 (including the Seller Disclosure Letter) or Section 4.10(c). (b) In connection with the Purchaser's ’s investigation of the BusinessUnwired Planet Companies, the Purchaser has received from the Seller and its Representatives certain estimates, projections and other forecasts for forecasts, including but not limited to projected financial statements, cash flow items and other data of the Business, Unwired Planet Companies and certain prospective business plan and budget informationinformation of the Unwired Planet Companies. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, projections and other forecasts and plans and budgetsaccordingly is not relying on them, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective projections and other forecasts and plans and budgets so furnished to it, and that the Purchaser will not assert any and its Representatives shall have no claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, Person with respect thereto. Accordingly, the Purchaser acknowledges that, without limiting the generality of this Section 2.8, none of the Seller, any Unwired Planet Company or any Person acting on behalf of the Seller makes no or any Unwired Planet Company has made any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)such projections and other forecasts and plans.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and Business, (ii) neither it has been furnished with or given adequate access to such information about the SellerBusiness as it has requested, the Pershing Companies nor and (iii) except as otherwise provided in Articles VII and IX, will not assert any claim against any Seller or any of their respective its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives has maderepresentatives, or shall be deemed to have made, and none of hold the Sellers or any such persons or the Seller or the Pershing Companies shall be Persons liable for any inaccuracies, misstatements or bound in any manner byomissions with respect to information (other than, any express or implied representations, warranties, guaranties or promises pertaining with respect to the Business, the Pershing Companies representations and warranties contained in this Agreement) furnished by the Sellers or any such Persons concerning the Sellers, any of their assetsAffiliates, except as specifically set forth in Article III of this Agreementor the Business. (b) In connection with the Purchaser's ’s investigation of the Business, the Purchaser has received from the Seller Sellers certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that that, except as otherwise provided in Articles VII and IX, the Purchaser will not assert any claim against the Seller Sellers or the Mexican Subsidiaries or any of its their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller Sellers or any such persons liable, with respect thereto. Accordingly, the Seller makes Sellers make no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.08(b).

Investigation. Purchaser acknowledges that it has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (afinancial or otherwise) The or assets of the Company and the Company Subsidiaries and acknowledges that it has been afforded full access to the books and records, facilities and personnel of the Company and the Company Subsidiaries for purposes of conducting a due diligence investigation and has conducted a full due diligence investigation of the Company and the Company Subsidiaries. Purchaser is knowledgeable about the industries in which the Company and the Company Subsidiaries operate and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and is able to bear the substantial economic risk of such investment for an indefinite period of time. Purchaser acknowledges and agrees that that: (ia) it in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon the express representations and warranties set forth in ARTICLES III and IV of this Agreement (including the related portions of the Disclosure Schedules) and (b) none of the Sellers, the Company or any other Person has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerningany representation or warranty as to the Sellers, the Business Company or this Agreement, except as expressly set forth in ARTICLES III and IV of this Agreement (including the Pershing Companies and (ii) neither related portions of the SellerDisclosure Schedules). Without limiting the generality of the foregoing, none of the Sellers, the Pershing Companies nor Company or any other Person makes or has made any representation or warranty, either express or implied, as to any projection, forecast, statement or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including the Confidential Information Presentation prepared by Citizens Capital Markets and any opinion, information, projection, document, material or advice that may have been or may be provided or made available to Purchaser or any of its representatives by the Company, the Sellers or any of their respective directorsAffiliates or representatives, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound including in any manner by, any express online data room or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assetsmanagement presentations), except as expressly and specifically covered by a representation and warranty set forth in Article ARTICLE III of this Agreementor IV. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b).

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, and its reliance upon clause (ii) of this Section 5.8 and this Agreement, has formed an independent judgment concerning, the Business and the Pershing Companies and Company, (ii) to Purchaser’s knowledge, it has been furnished with or given adequate access to such information about the Company as it has requested and (iii) neither the Seller, the Pershing Companies Company nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies Company shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties guaranties, promises or promises statements pertaining to the BusinessCompany, the Pershing Companies or any of their assets, its assets or businesses except as specifically set forth in Article III or in the certificate delivered pursuant to Section 6.2(c) of this Agreement, except in the case of fraud. (b) In connection with the Purchaser's ’s investigation of the BusinessCompany, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the BusinessCompany, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto, except in the case of fraud. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.8(b).

Investigation. (a) The Purchaser Investor acknowledges that it has made an independent decision to enter into this Agreement and agrees the Transaction Documents, and that, in making its decision, Investor has relied solely upon any independent investigations made by Investor, its Affiliates and/or its Representatives and on the representations and warranties expressly set forth in this Agreement and in the Transaction Documents. Investor acknowledges that (i) it none of the other Parties, their Affiliates or any of their respective officers, directors, managers, employees, Representatives or other agents has made, or is making, a recommendation or providing investment advice to Investor regarding an investment in the Company or has provided any representations or warranties, other than those representations and warranties set forth in Article III. To the extent Investor has required or desired any advice in connection with the offering of the Acquired Units or entering into this Agreement or any assistance in understanding or evaluating an investment in the Company, Investor has engaged its own financial, legal, tax, accounting, regulatory and other advisors, and has not expected or received any such advice or assistance from the other Parties, their Affiliates or any of their respective Representatives. Investor and any independent advisors engaged by Investor have conducted their own analysis and due diligence to the full extent they have deemed such action necessary, and, based upon such independent analysis and due diligence, Investor has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining determination with respect to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreementmatters contemplated hereby. (b) In connection with Investor acknowledges that no Party is making any representation or warranty as to the Purchaser's investigation prospects, financial or otherwise, related to the Company and that any projections, estimates or forecasts of future results or events provided by or on behalf of the BusinessCompany are subject to uncertainty and to the assumptions used in their preparation. Investor agrees that it is acquiring the Acquired Units based on Investor’s due diligence, the Purchaser has received from the Seller certain estimatesinspection, projections examination and other forecasts for the Businessdetermination with respect thereto as to all matters, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent without reliance upon any express or implied representations or warranties of any nature, whether in attempting writing, orally or otherwise, made by or on behalf of or imputed to make such the other Parties or their respective Affiliates or any of their respective Representatives as to the accuracy or completeness of any of the information (including projections, forecastsestimates or forecasts of future results or events) provided or made available to Investor or its Representatives, plans except as expressly set forth in the Transaction Documents. Investor acknowledges and budgetsagrees that, that except as expressly set forth in the Purchaser is familiar with such uncertaintiesTransaction Documents, that the Purchaser is taking full responsibility for making its own evaluation none of the adequacy and accuracy other Parties or their respective Affiliates or any of all estimates, projections, forecasts, prospective plans and budgets so furnished their respective Representatives has or shall have any liability or responsibility whatsoever to it, and that the Purchaser will not assert any claim against the Seller Investor or any of its directorsRepresentatives on any basis (including in contract or tort, officersunder applicable Law or otherwise) based upon any information (including projections, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers estimates or representativesforecasts of future results or events) provided or made available, or hold the Seller statements made, to Investor or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)its Representatives.

Investigation. (a) The Purchaser is an informed and sophisticated purchaser and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Acquired Companies and the IP Seller IP, and its consummation of the Transactions. Purchaser acknowledges and agrees that (i) it has made its own inquiry (a) conducted such inquiries and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to investigations into the Business, the Pershing IP Seller IP and the Acquired Companies or any of their assetsas it has deemed sufficient to make an independent and informed decision with respect to the execution, except as specifically set forth in Article III delivery and performance of this Agreement. Agreement and the consummation of the Transactions and (b) In connection been furnished with or afforded adequate access to and the Purchaser's adequate opportunity to review the books, records, facilities and personnel of Seller, IP Seller and the Acquired Companies for purposes of conducting a due diligence investigation of the Business, the IP Seller IP and the Acquired Companies. Purchaser expressly acknowledges and agrees that none of Seller, its Affiliates nor any other Person has received from made, makes or is authorized to make any representations or warranties to Purchaser, express or implied, relating to Seller, the Acquired Companies, the Seller certain estimatesIP, projections the Business or the Transactions other than those representations and warranties of Seller expressly set forth in Article IV or the other forecasts for representations and warranties in the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to itother Transaction Documents, and that the Purchaser will not assert none of Seller, its Affiliates nor any other Person shall be subject to any liability or any claim against by Purchaser in respect of such other representations or warranties. In making its determination to proceed with the Transactions and acquire the Shares and the IP Seller IP, Purchaser expressly acknowledges and agrees that it has relied exclusively on its own independent investigation and the representations and warranties of Seller set forth in Article IV and the other representations and warranties in the other Transaction Documents, and that it is not relying on and expressly disclaims reliance on any other statement, representation or warranty made by Seller, its Affiliates or any other Person, whether oral or written, express or implied, including those relating to Seller, the Acquired Companies, the IP Seller IP, the Business or the Transactions, or any of its directorstheir financial condition, officersbusiness, employeesoperations, agentsresults of operations, stockholdersproperties, Affiliatesassets, consultants, counsel, accountants, investment bankers liabilities or representativesprospects, or hold the Seller any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any such persons liableother materials or information provided or addressed to Purchaser, with respect thereto. Accordinglyits Affiliates or its and their Representatives or any other Person, the Seller makes no representation or warranty including with respect to the accuracy or completeness of any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)such information.

Investigation. (a) The Purchaser acknowledges Acquirors acknowledge and agrees agree that they (i) it has have made its their own inquiry and investigation into, and, based thereon, has have formed an independent judgment concerning, the Business Properties, the Management Company and the Pershing Companies Partnership Interests and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller THCI or any THCI Subsidiary or THCI Partnership or any of its their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller THCI or any such persons Persons liable, for any inaccuracies, misstatements or omissions with respect thereto. Accordinglyto such information furnished by THCI or such Persons concerning the Properties, the Seller makes no Management Company or the Partnership Interests, other than any inaccuracies or misstatements in the representations and warranties contained in this Agreement. The Acquirors acknowledge that THCI has not made any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred that may have been made available to or discussed with the Acquirors. (b) The Acquirors acknowledge and agree that, except as expressly set forth in this Section 5.06(b)Agreement, the Acquirors are acquiring each Property, the Management Company Shares and each Partnership Interest in its "as is" condition "subject to all faults" and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of THCI. The Acquirors acknowledge that, except as expressly set forth in this Agreement, the Acquirors have not relied and are not relying on any information, document, reports, sales brochure or other literature, maps or sketches, financial information, projections, estimates, forecasts, plans, budgets, pro formas or statements that may have been given by or made by or on behalf of THCI. The Acquirors further acknowledge that, except as otherwise expressly set forth herein, all materials relating to the Properties, the Management Company Shares and the Partnership Interests that have been provided by THCI (including, without limitation, the Real Estate Records and any reports prepared by any consultants) have been provided without any warranty or representation, expressed or implied, as to their content, suitability for any purpose, accuracy, truthfulness or completeness, and the Acquirors shall not have any recourse against THCI, any THCI Partnership or any THCI Subsidiary or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, investment bankers or representatives for any information in the event of any errors therein or omissions therefrom.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerningconcerning Gentek Holdings, the Business Subsidiaries of Gentek Holdings and the Pershing Companies and Business, (ii) neither has been furnished with or given adequate access to such information about Gentek Holdings, the Subsidiaries of Gentek Holdings and the Business as Purchaser has requested, (iii) will not assert any claim against any Seller, the Pershing Companies nor Gentek Holdings or its Subsidiaries, or any of their respective directors, officers, employees, agents agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives has maderepresentatives, or shall be deemed hold any Sellers, Gentek Holdings or its Subsidiaries, or any such other Persons liable, with respect to have madeany inaccuracies, misstatements or omissions with respect to such information other than pursuant to a claim for indemnification under Article X arising out of a breach of the representations and warranties set forth in Article III and Article IV or any claim arising out of fraud or willful misconduct, and (iv) understands that none of such persons Sellers, Gentek Holdings or its Subsidiaries is making any representation or warranty with respect to the Business or the Seller or the Pershing Companies shall be liable for or bound in any manner byoperations, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except liabilities or financial condition of Gentek Holdings or its Subsidiaries, other than as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of Gentek Holdings, its Subsidiaries and the Business, the Purchaser has received from the Seller Gentek Holdings, its Subsidiaries and/or Sellers' Representative certain estimates, projections projections, forecasts, plans and other forecasts budgets for the Business, and certain prospective plan and budget information. The Purchaser acknowledges Purchaser (i) understands that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser (ii) is familiar with such uncertainties, that the Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser (iv) will not assert any claim against the any Seller or any of its their respective directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Seller or any such persons other Persons liable, with respect thereto. Accordinglyto such estimates, projections, forecasts, plans and budgets other than pursuant to a claim arising out of fraud or willful misconduct, and (v) understands that none of the Seller makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.05. (c) Notwithstanding anything to the contrary contained in this Agreement, Sellers hereby acknowledge and agree that neither this Section 5.05 nor any inquiry or investigation of Purchaser into Gentek Holdings, its Subsidiaries or the Business shall be construed to diminish or otherwise adversely affect the rights of Purchaser to bring a claim for indemnification under Article X of this Agreement.

Investigation. (a) The Purchaser acknowledges and ------------- agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Business, the Assets and the Pershing Companies and Assumed Liabilities, (ii) neither has been furnished with or given adequate access to such information about the SellerBusiness, the Pershing Companies nor Assets and the Assumed Liabilities as it has requested and (iii) will not assert any claim against the Seller or any of their respective its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, investment bankers or representatives has maderepresentatives, or shall be deemed to have made, and none of such persons or hold the Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the Pershing Companies shall be liable for representations and warranties of the Seller contained in this Agreement as modified by the Disclosure Schedule) furnished by the Seller or bound in any manner bysuch persons concerning the Seller, any express or implied representationsthe Subsidiaries, warranties, guaranties or promises pertaining to the Business, the Pershing Companies Assets or any of their assets, except as specifically set forth in Article III of this Agreementthe Assumed Liabilities. (b) In connection with the Purchaser's investigation of the Business, the Assets and the Assumed Liabilities, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its affiliates or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, liable with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.02.

Investigation. (a) The Purchaser acknowledges and agrees understands that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have madeSeller is not making, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner byPurchaser is not relying on, any representation or warranty (express or implied representations, warranties, guaranties or promises pertaining at Law or in equity) with respect to the BusinessBusiness or the operations, Assets, Liabilities, prospects or financial condition of the Pershing Acquired Companies or any of their assetsotherwise, except other than as specifically set forth in Article III of this Agreement. (b) Purchaser has sufficient Knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. In connection with the Purchaser's ’s investigation of the Acquired Companies and the Business, the Purchaser has received from Seller and the Seller Acquired Companies certain estimates, projections projections, forecasts, plans and other forecasts budgets for the Business, and certain prospective plan and budget information. The Purchaser acknowledges (i) understands that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser (ii) is familiar with such uncertainties, that the Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser (iv) will not assert any claim against the Seller or any of its respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such other persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any such estimates, projections, forecasts, prospective plans or budgets referred to and budgets; provided that nothing in this Section 5.06(b)5.4(b) shall limit or qualify any representation or warranty of Seller specifically set forth in this Agreement.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (ia) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Company, the Purchased Assets, the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and the Pershing Companies customers of the Company and the effects on the Business resulting from the knowledge of Persons other than the parties hereto of the transactions contemplated hereby (including the identity of Buyer) and (iib) neither has been furnished with, or given access to, such information about the SellerCompany, the Pershing Companies nor Purchased Assets and any of their respective other assets, rights or obligations to be transferred hereunder or pursuant hereto, as it has requested, including, but not limited to, the documents in the data room. Xxxxx has reviewed and understands the documentation in the data room and has had an opportunity to ask Seller and its officers, directors, officers, employees, agents or representatives has made, or shall be deemed employees and Representatives questions and to have made, conduct due diligence. Buyer further acknowledges and none of such persons or agrees that (i) the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied only representations, warranties, guaranties or promises pertaining to covenants and agreements made by the BusinessSeller are the representations, the Pershing Companies or any of their assetswarranties, except as specifically set forth covenants and agreements made in Article III Articles 3 and 4 of this Agreement. Agreement and in the certificate to be delivered pursuant to Section 2.4.1(viii), (bii) In connection with the Purchaser's investigation of the Business, the Purchaser Buyer has received from the Seller certain estimates, projections and other forecasts for the Businessnot relied upon, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projectionshereby disclaims, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation any other representations or other information made or supplied by or on behalf of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directorstheir respective Affiliates or Representatives, officersincluding projections, employeesany information provided in management presentations, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers data rooms or representatives, other due diligence information and that Buyer will not have any right or hold the Seller or remedy arising out of any such persons liable, with respect thereto. Accordingly, the Seller makes no other representation or other information and (iii) any claims Buyer may have for breach of representation or warranty with respect (inclusive of claims based on Fraud or of any other nature) shall be based solely on the representations and warranties of the Company set forth in Articles 3 and 4 and in the certificate to any estimatesbe delivered pursuant to Section 2.4.1(viii) (in each case, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(bas modified by the Company’s disclosure schedules).

Investigation. (a) The Purchaser acknowledges Purchasers acknowledge and agrees agree that (i) it has they have made its their own inquiry and investigation into, and, based thereon, has have formed an independent judgment concerning, the Business e^deltacom Business, the Assets and the Pershing Companies and Assumed Liabilities, (ii) neither the Seller, the Pershing Companies Sellers nor any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, or representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchasers or their agents or representatives has madeand (iii) it shall not assert any claim (whether in contract or tort, under federal or shall be deemed to have made, and none of such persons state securities laws or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies otherwise) against Sellers or any of their assetsdirectors, except as specifically set forth officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants or representatives, or hold Seller or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than, with respect to Sellers, the representations and warranties contained in Article III of this Agreement) furnished by Sellers or any such Persons concerning Sellers. (b) In connection with the Purchaser's Purchasers’ investigation of the Businesse^deltacom Business and the Assets, the Purchaser has Purchasers have received from the Seller Sellers certain financial reports, estimates, projections and other forecasts for the e^deltacom Business, and certain prospective plan and budget information. The Purchaser acknowledges Purchasers acknowledge that there are uncertainties inherent in attempting to make such financial reports, estimates, projections, forecasts, plans and budgets, that the Purchaser is Purchasers are familiar with such uncertainties, that the Purchaser is Purchasers are taking full responsibility for making its own evaluation of the adequacy and accuracy of all financial reports, estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will Purchasers shall not assert any claim against the Seller Sellers or any of its respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons Persons liable, with respect thereto. Accordingly, other then the Seller makes representations made to Purchasers under Section 4.1(m) and Section 4.1(m) of Sellers’ Disclosure Schedule, Sellers make no representation or warranty with respect to any financial reports, estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.12.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it Buyer has made conducted its own inquiry independent investigation, review, analysis and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any evaluation of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any Purchased Assets and the Assumed Liabilities. Buyer has been represented by, and had the assistance of, counsel in the conduct of their assetsits due diligence, except as specifically set forth in Article III the preparation and negotiations of this AgreementAgreement and the Transaction Documents, and the consummation of the Contemplated Transactions. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such projectionsexcept as otherwise expressly stated hereunder, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller Parent makes no representation or warranty as to the prospects, financial or otherwise, related to the Business and that any projections, estimates or forecasts of future results or events provided by or on behalf of Parent are subject to uncertainty and to the assumptions used in their preparation. Buyer acknowledges that it is acquiring the Business, the Purchased Assets and the Assumed Liabilities, based on Buyer’s inspection, examination and determination with respect thereto as to all matters, and without reliance upon any estimatesexpress or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Parent or its Affiliates or any of their respective Representatives as to the accuracy or completeness of any of the information (including projections, forecastsestimates or forecasts of future results or events) provided or made available to Buyer or its Representatives, prospective plans except as expressly set forth in the Transaction Documents. Buyer acknowledges and agrees that none of Parent or budgets referred its Affiliates or any of their respective Representatives has or shall have any Liability or responsibility whatsoever to Buyer or any of its Representatives on any basis (including in contract or tort, under Applicable Law or otherwise) based upon any information (including projections, estimates or forecasts of future results or events) provided or made available, or statements made, to Buyer or its Representatives prior to the Agreement Date. The foregoing notwithstanding, nothing in this Section 5.06(b)4.09 shall be deemed to waive or otherwise acknowledge a waiver of fraud.

Investigation. (a) The Purchaser Each of Parent and Merger Subsidiary acknowledges and agrees that it has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities and prospects of the Company and its Subsidiaries, which investigation, review and analysis was conducted by such party and its representatives. Each of Parent and Merger Subsidiary acknowledges that it and its representatives have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, each of Parent and Merger Subsidiary acknowledges that it has not relied on any factual representations of the Company or its Subsidiaries, or their respective Representatives, except for the specific representations and warranties of the Company set forth in Article 4. (b) Each of Parent and Merger Subsidiary acknowledges and agrees that (i) it none of the Company, any of its Subsidiaries or any of their respective Representatives makes or has made any representation or warranty, either express or implied, as to the Company or any of its own inquiry Subsidiaries or as to the accuracy or completeness of any of the information regarding the Company or any of its Subsidiaries (including materials furnished or made available by the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or projections, or in any other form) provided or made available to Parent or Merger Subsidiary or their representatives (except for the specific representations and investigation into, and, based thereon, has formed an independent judgment concerning, warranties of the Business Company set forth in Article 4 and the Pershing Companies Company Disclosure Schedule), and (ii) neither none of the SellerCompany, the Pershing Companies nor its Subsidiaries or any of their respective directorsRepresentatives shall have or be subject to any liability to Parent, officers, employees, agents Merger Subsidiary or representatives has madeany other Person resulting from the distribution to such Person, or shall be deemed such Person’s use of or reliance on, any such information or any information, documents or material made available to have madeParent, and none of such persons Merger Subsidiary or the Seller or the Pershing Companies shall be liable for or bound any other Person in any manner by“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, any express or implied representations, warranties, guaranties or promises pertaining to the Businessin connection with, the Pershing Companies or any transactions contemplated by this Agreement (except for liability arising as a result of their assets, except as specifically a breach of the specific representations and warranties of the Company set forth in Article III 4). Each of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, Parent and Merger Subsidiary specifically disclaims any reliance on any financial or operating projections and or other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty forward-looking statements with respect to any estimatesthe Company, projectionsits Subsidiaries and their respective businesses that may have been provided to Parent, forecastsMerger Subsidiary or their Representatives in the course of due diligence and negotiations (except for financial or operating projections or other forward-looking statements, prospective plans if any, expressly set forth in specific representations and warranties of the Company set forth in Article 4 or budgets referred to in this Section 5.06(bthe Company Disclosure Schedule).

Investigation. (a) The Purchaser Buyer acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, and has formed an independent judgment concerning, concerning the Business Company and the Pershing Companies and (ii) neither Common Shares; provided, that all of the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties covenants and agreements of the Company contained in this Agreement or promises pertaining to in any Ancillary Agreement shall survive (and not be affected in any respect by) the Business, First Stage Closing until the Pershing Companies Merger Effective Time and any investigation conducted by any party hereto and any information or knowledge which any of their assets, except as specifically set forth in Article III of this Agreementparty may have or receive. (b) In connection with the Purchaser's Buyer’s investigation of the BusinessCompany and the Common Shares, the Purchaser Buyer has received from the Seller Company certain estimatesprojections, projections forecasts and other forecasts planning and budget information for the Business, and certain prospective plan and budget informationCompany. The Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser Buyer is familiar with such uncertainties, that the Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser Buyer will not assert any claim against the Seller or Company and its Affiliates and/or any of its directors, officers, employees, employees or agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representativesrespectively, or hold the Seller or any such persons liable, entities and/or Persons liable with respect thereto. Accordingly. (c) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Agreement, the Seller makes no representation Company does not make any other representations or warranty with respect to give any estimatesother warranties, projections, forecasts, prospective plans express or budgets referred to implied. (d) Buyer acknowledges and agrees that in entering into this Agreement it has relied solely on its own investigation and the representations and warranties contained in this Section 5.06(b)Agreement.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (ia) has completed such inquiries and investigations as it has made its own inquiry and investigation deemed appropriate into, and, and based thereon, has formed an independent judgment concerning, the Transferred Entities, the Transferred Equity Interests, the Transferred Assets, the Assumed Liabilities, the Business and Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Pershing Companies Transaction Agreements and (iib) neither has been furnished with, or given access to, projections, forecasts, estimates, appraisals, statements, data or information about the SellerSeller Parties, the Pershing Companies nor any Transferred Entities, the Transferred Equity Interests, the Liabilities of their respective directorsthe Transferred Entities, officersthe Transferred Assets, employeesthe Assumed Liabilities, agents the Business and other rights or representatives has madeobligations to be transferred, directly or shall be deemed indirectly, pursuant to have madethe Transaction Agreements, adequate for such purposes. Buyer further acknowledges and none of such persons agrees that (x) the only representations and warranties made by Seller are the representations and warranties expressly set forth in Article IV (as modified by the Disclosure Schedules) or the Seller or the Pershing Companies shall be liable for or bound in other Transaction Agreements and Buyer has not relied upon any manner by, any other express or implied representations, warranties, guaranties warranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projectionsappraisals, forecastsstatements, prospective plans and budgets so data or information made, communicated or furnished to it, and that the Purchaser will not assert any claim against the by or on behalf of Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Representatives of Seller or any such persons liableof its Affiliates or any other Person, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to including any estimates, projections, forecasts, prospective plans estimates, appraisals, statements, advice, data or budgets referred to information made, communicated or furnished by or through the Seller Bankers, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that, except for the representations and warranties expressly set forth in Article IV or the other Transaction Agreements, Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, advice, data or information and (y) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and warranties of Seller expressly set forth in Article IV (as modified by the Disclosure Schedules) or the other Transaction Agreements. Except as otherwise expressly set forth in this Section 5.06(b)Agreement and the other Transaction Agreements, Buyer understands and agrees that the Transferred Entities, the Transferred Equity Interests, the Business, the Transferred Assets and the Assumed Liabilities are being furnished subject only to the representations and warranties contained in Article IV (as modified by the Disclosure Schedules) or the other Transaction Agreements without any other representations or warranties of any nature whatsoever.

Investigation. (a) The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business each Company and the Pershing Companies and its business, (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents has been furnished with or representatives given adequate access to such information about each Company and its business as it has made, or shall be deemed to have maderequested, and none of such persons or the (iii) will not assert any claim against any Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assetsits agents, except as specifically set forth consultants, counsel, accountants, investment bankers or representatives, or hold any Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than, with respect to any Seller or any Company and its business, the representations and warranties contained in Article III of this Agreement) furnished by any Seller or any such persons concerning any Seller or any Company and its business. (b) In connection with the Purchaser's investigation of the Businesseach Company and its business, the Purchaser has received from the Seller Sellers certain estimates, projections and other forecasts for the Business, each Company and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the any Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Seller or any such persons liable, with respect thereto. Accordingly, the each Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.05(b).

Investigation. (a) The Purchaser Buyer acknowledges and agrees that that, (i) it has made its own inquiry investigation and investigation intoanalysis in entering into the transactions contemplated hereby, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the except as expressly set forth in this Agreement and any certificates executed in connection herewith, none of Seller, the Pershing Companies its Affiliates, nor any other Person on behalf of their respective directorsthe Business, officers, employees, agents or representatives has madeSeller, or shall be deemed to have madeits Affiliates, and none of such persons has made any representation, warranty, covenant or the Seller agreement, expressed or the Pershing Companies shall be liable for or bound in any manner byimplied, any express or implied representations, warranties, guaranties or promises pertaining as to the Business, the Pershing Companies Acquired Assets or the Company, or the accuracy or completeness of any information regarding the Business, the Acquired Assets or the Company furnished or made available to Buyer and its representatives, or any other matter related to the transactions contemplated hereby, (iii) except as expressly set forth in this Agreement, Buyer has not relied on any representation or warranty from Seller, its Affiliates or any other Person on behalf of the foregoing in determining to enter into this Agreement, and (iv) none of Seller, its Affiliates or any other Person acting on their assetsbehalf shall have any liability to Buyer or any other Person with respect to any projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the future financial condition of the Business or the future business, operations or affairs of the Business, except as specifically expressly set forth in Article III of this Agreement. Buyer is knowledgeable about the industry in which the Business and the Company operate and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. For the avoidance of doubt, Buyer acknowledges that projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the future financial condition of the Business or the future business, operations or affairs of the Business are inherently uncertain, and that deviations of results from such projections and similar items that are made in good faith shall not constitute Fraud. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts Except for the Businessrepresentations, warranties, covenants and agreements set forth in this Agreement and any certificates provided in connection herewith, (i) the Acquired Assets are being acquired by Buyer AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR CONDITION, and certain prospective plan (ii) except in the case of Fraud, Buyer hereby expressly disclaims and budget waives any claims and causes of action and any other representations, warranties, covenants or agreements, express, implied, at common law, by statute or otherwise in each case relating to the accuracy, completeness or materiality of any information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so data or other materials (written or oral) heretofore furnished to itBuyer or its representatives by or on behalf of Seller, its Affiliates or their respective representatives and that the Purchaser will not assert any claim against the Seller no other representations, warranties, covenants and agreements are being relied upon by Buyer or any of its directors, officers, employees, agents, stockholders, representatives or Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b).

Investigation. (a) The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Business, the Transferred Assets and the Pershing Companies and Assumed Liabilities, (ii) neither has been furnished with or given adequate access to such information about the SellerBusiness, the Pershing Companies nor Transferred Assets and the Assumed Liabilities as it has requested and (iii) will not assert any claim (other than claims for fraud) against the Seller or any of their respective its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives has maderepresentatives, or hold the Seller or any such Persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Seller contained in this Agreement) furnished by the Seller or such persons concerning the Seller, the Business, the Transferred Assets or the Assumed Liabilities; provided, however, that nothing in this Section 5.02 shall be deemed to have made, qualify any of the representations and none of such persons or warranties made by the Seller in or pursuant to this Agreement or impair or limit the Pershing Companies shall be liable for Purchaser's right to rely on such representations or bound in warranties or its rights with respect thereto under any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III provision of this Agreement, including, without limitation, Articles VI, VII and VIII hereof. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with the Purchaser's investigation of the Business, the Transferred Assets and the Assumed Liabilities, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, Business and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its Affiliates or any of its directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, Persons liable with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.02(b).

Investigation. (a) The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, and based thereon, thereon has formed an independent judgment concerning, the Business Business, the Purchased Assets and the Pershing Companies Assumed Liabilities, and (ii) neither the Seller, the Pershing Companies nor will not assert any claim against Seller or any of their respective its officers, directors, officers, employees, agents agents, stockholders, creditors, Affiliates, consultants or representatives has maderepresentatives, or shall be deemed to have made, and none of such persons or the hold Seller or any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information (including in the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining Descriptive Memorandum) provided to Purchaser (other than Seller with respect to the Business, the Pershing Companies or any of their assets, except as specifically set forth representations and warranties made in Article III of this AgreementVII by Seller). (b) In connection with the Purchaser's ’s investigation of the Purchased Assets and the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts forecasts, plans and budgets for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its officers, directors, officers, employees, agents, stockholders, creditors, Affiliates, consultants, counsel, accountants, investment bankers consultants or representatives, or hold the Seller or any such persons liable, Person liable with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)Agreement or the Descriptive Memorandum.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereonthereon and on the representations and warranties contained herein, has formed an independent judgment concerning, the Business and the Pershing Companies Business; and (ii) neither it has been furnished with or given adequate access to such information about the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives Business as it has made, or shall be deemed to have made, requested; and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (biii) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser it will not assert any claim against the Seller any of Sellers or any of its their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any of Sellers or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than, with respect to the Seller Business, the representations and warranties contained in this Agreement, any Ancillary Agreement or any certificate delivered by any of such Persons at Closing) furnished by any of Sellers or any such Persons concerning any of Sellers, any of their Affiliates, or the Transferred Assets or the Business. (b) In connection with Purchaser’s investigation of the Transferred Assets and the Business, Purchaser has received from Sellers certain estimates, projections and other forecasts for the Business, and certain plan and budget information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against any of Sellers or any of their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any of Sellers or any such persons liable, with respect thereto. Accordingly, the Seller makes Sellers make no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.08(b).

Investigation. (a) The Purchaser Each of Parent and Merger Sub acknowledges and agrees that it has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities and prospects of the Company and its Subsidiaries, which investigation, review and analysis was conducted by such party and its representatives. Each of Parent and Merger Sub acknowledges that it and its representatives have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, each of Parent and Merger Sub acknowledges that it has not relied on any factual representations of the Company or its Subsidiaries, or their respective Representatives, except for the specific representations and warranties of the Company set forth in Article II. (b) Each of Parent and Merger Sub acknowledges and agrees that (i) it none of the Company, any of its Subsidiaries or any of their respective Representatives makes or has made any representation or warranty, either express or implied, as to the Company or any of its own inquiry Subsidiaries or as to the accuracy or completeness of any of the information regarding the Company or any of its Subsidiaries (including materials furnished or made available by the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or projections, or in any other form provided or made available to Parent or Merger Sub or their representatives (except for the specific representations and investigation intowarranties of the Company set forth in Article II), and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither none of the SellerCompany, the Pershing Companies nor its Subsidiaries or any of their respective directorsRepresentatives shall have or be subject to any liability to Parent, officers, employees, agents Merger Sub or representatives has madeany other Person resulting from the distribution to such Person, or shall be deemed such Person’s use of or reliance on, any such information or any information, documents or material made available to have madeParent, and none of such persons Merger Sub or the Seller or the Pershing Companies shall be liable for or bound any other Person in any manner by“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, any express or implied representations, warranties, guaranties or promises pertaining to the Businessin connection with, the Pershing Companies or any of their assets, except as specifically set forth in Article III of transactions contemplated by this Agreement. (b) In connection with the Purchaser's investigation . Each of the Business, the Purchaser has received from the Seller certain estimates, Parent and Merger Sub specifically disclaims any reliance on any financial or operating projections and or other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty forward-looking statements with respect to any estimatesthe Company, projectionsits Subsidiaries and their respective businesses that may have been provided to Parent, forecasts, prospective plans Merger Sub or budgets referred to their representatives in this Section 5.06(b)the course of due diligence and negotiations.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Gentek Holdings, Gentek and the Pershing Companies and Business, (ii) neither has been furnished with or given adequate access to such information about Gentek Holdings, Gentek and the Business as it has requested, (iii) will not assert any claim (other than for fraud or wilful misconduct) against any Seller, the Pershing Companies nor Gentek Holdings or Gentek or any of their respective directors, officers, employees, agents agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives has maderepresentatives, or shall be deemed hold any Seller, Gentek Holdings or Gentek or any such other persons liable, with respect to have madeany inaccuracies, misstatements or omissions with respect to such information, and (iv) understands that none of such persons the Sellers, Gentek Holdings or Gentek is making any representation or warranty with respect to the Business or the Seller or the Pershing Companies shall be liable for or bound in any manner byoperations, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except Liabilities or financial condition of Gentek Holdings or Gentek, other than as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of Gentek Holdings, Gentek and the Business, the Purchaser has received from Gentek Holdings, Gentek and/or the Seller Sellers' Representative certain estimates, projections projections, forecasts, plans and other forecasts budgets for the Business, and certain prospective plan and budget information. The Purchaser acknowledges Purchaser (i) understands that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser (ii) is familiar with such uncertainties, that the Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser (iv) will not assert any claim (other than for fraud or wilful misconduct) against the any Seller or any of its their respective directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Seller or any such other persons liable, with respect thereto. Accordinglyto such estimates, projections, forecasts, plans and budgets, and (v) understands that none of the Seller makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)4.05.

Investigation. (a) The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Company and the Pershing Companies and Business, (ii) neither has been furnished with or given adequate access to such information about the SellerCompany and the Business, as it has requested, and (iii) will not assert any claim against the Pershing Companies nor Seller or any of their respective its directors, officers, employees, agents agents, stockholders, affiliates, consultants, investment bankers or representatives has maderepresentatives, or shall be deemed to have made, and none of such persons or hold the Seller or the Pershing Companies shall be liable any such persons liable, for any inaccuracies, misstatements or bound in any manner byomissions with respect to information (other than, any express or implied representations, warranties, guaranties or promises pertaining with respect to the BusinessSeller, the Pershing Companies or any of their assets, except as specifically set forth representations and warranties contained in Article III of this Agreement) furnished by the Seller or such persons concerning the Seller, the Company and the Business. (b) In connection with the Purchaser's investigation of the Company and the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the BusinessCompany, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its affiliates or any of its directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, liable with respect thereto. Accordingly, the Seller makes no representation or warranty warranty, either express or implied, with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.02.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and RDA Business, (ii) neither has been furnished with or given adequate access to such information about the Seller, Business and the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives RDA Business as it has made, or shall be deemed to have maderequested, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (biii) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller Seller, the Companies, RDA or any of its their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons other Persons liable for information furnished by the Seller or any such Persons concerning the Company Group, RDA, the Shares, the Assets, the Business or the RDA Business, other than with respect to the representations and warranties contained in this Agreement. (b) In connection with the Buyer’s investigation of the Business and the RDA Business, the Buyer has received from the Seller certain financial estimates, projections and other forecasts for the Business and the RDA Business, and certain plan and budget information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Buyer will not assert any claim against the Seller, the Companies, RDA or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such other Persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.6(b). (c) Notwithstanding the foregoing, nothing in this Section 5.6 shall be deemed to limit the Buyer’s rights or remedies based on fraud.

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, and its reliance upon clause (ii) of this Section 5.06 and this Agreement and the Ancillary Agreements, has formed an independent judgment concerning, the Business and Company, (ii) to the Pershing Companies Purchaser's knowledge, it has been furnished with or given adequate access to such information about the Company as it has requested and (iiiii) neither the Seller, the Pershing Companies Company nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies Company shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties guaranties, promises or promises statements pertaining to the Business, the Pershing Companies Company or any of their assets, its assets or businesses except as specifically set forth in Article III or in the certificate delivered pursuant to Section 8.02(a) of this Agreement, except in the case of fraud. (b) In connection with the Purchaser's investigation of the BusinessCompany, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the BusinessCompany, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto, except in the case of fraud. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b).

Investigation. (a) The Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Company, the Subsidiaries and the Pershing Companies and Business, (ii) neither it has been furnished with or given adequate access to such information about the SellerCompany, the Pershing Companies nor Subsidiaries and the Business as it has requested and (iii) no representations and warranties are being made, and there shall be no liability (other than for intentional breach or fraud), with respect to information (other than, with respect to the Company, the Subsidiaries and the Business, the representations and warranties contained in this Agreement) furnished by the Seller or any of their respective its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or other representatives has madeconcerning the Seller, or shall be deemed to have madeits Affiliates, the Company the Subsidiaries and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Company, the Subsidiaries and the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Company, the Subsidiaries and the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, uncertainties and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any such estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)budgets.

Investigation. Buyer acknowledges and agrees that: (a) The Purchaser acknowledges in making the decision to enter into this Agreement and agrees that (i) it to consummate the transactions contemplated hereby, Xxxxx has made relied solely upon its own inquiry investigation, analysis and investigation into, and, based thereon, has formed an independent judgment concerning, the Business evaluation and the Pershing Companies express representations and (ii) neither the Seller, the Pershing Companies nor any warranties of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically Sellers set forth in Article III of this Agreement. III, Article IV and in any certificate delivered pursuant hereto; and (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts except for the Businessexpress representations and warranties of Sellers set forth in Article III, Article IV and in any certificate delivered pursuant hereto, none of Buyer or any its Affiliates has relied on, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the no Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller Affiliates or any such persons liableof its or their respective Representatives has made, with respect thereto. Accordinglyany representations or warranties of any nature, the Seller makes no representation whether express or warranty implied, with respect to any estimatesSeller, any of its Affiliates (including the Acquired Companies) or any of its or their respective Representatives, any assets of any of the foregoing (including the Company Interests), or any of the transactions contemplated by this Agreement or the other Transaction Documents. Buyer (either alone or together with its Representatives) has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks involved in the purchase of the Company Interests and the other transactions contemplated by this Agreement and the other Transaction Documents and bearing the economic risk of its investment in the Acquired Companies for an indefinite period of time. Xxxxx has been afforded access to the books and records, facilities and personnel of the Acquired Companies for purposes of conducting a due diligence investigation as Buyer has deemed necessary for it to investigate the business, assets, liabilities, financial or other condition and results of operations of the Acquired Companies sufficiently to make an informed investment decision to purchase the Company Interests and enter into this Agreement. Buyer has relied solely on its own legal, tax, financial and other advisors in connection with its investigation of the Acquired Companies and not on the advice of any Seller, any of its Affiliates or any of its or their respective Representatives. Xxxxx acknowledges and agrees that any financial projections that may have been made available to Buyer, any of its Affiliates or any of its or their respective Representatives are based on assumptions about future results, which are based on assumptions about certain events (many of which are beyond the control of Sellers, their Affiliates and their respective Representatives). Without limiting the generality of the foregoing, Xxxxx further acknowledges and agrees that, except for the express representations and warranties of Sellers set forth in Article III, Article IV and in any certificate delivered pursuant hereto, none of Buyer or any of its Affiliates has relied on, and no Seller or any of its Affiliates or any of its or their respective Representatives has made, any representations or warranties of any nature, whether express or implied, with respect to the accuracy of any projections, forecastsestimates or budgets, prospective plans future revenues, future results of operations, future cash flows, the future financial or budgets referred other condition of any Acquired Company or its business, assets or liabilities, or any other information, whether or not made available to Buyer, any of its Affiliates or any of its or their respective Representatives in this Section 5.06(b)connection with the transactions contemplated hereby, including in any memorandum or management presentation in the Data Site or any other electronic data room established by any Seller, any of its Affiliates or any of its or their respective Representatives, and in any written or oral response to any information request by Xxxxx, any of its Affiliates or any of its or their respective Representatives.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (ia) has completed such inquiries and investigations as it has made its own inquiry and investigation intodeemed appropriate, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Business and the Pershing Companies Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements and (iib) neither has been furnished with, or given access to such information about the SellerSellers, the Pershing Companies nor Transferred Assets, the Assumed Liabilities, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements, in the case of their respective directorseach of (a) and (b), officerssufficient to execute, employees, agents or representatives deliver and perform its obligations under this Agreement. Buyer further acknowledges and agrees that the only representations and warranties made by Sellers are the representations and warranties expressly set forth in Article IV (as modified by the Disclosure Schedules) and the other Transaction Agreements and Buyer has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in not relied upon any manner by, any other express or implied representations, warrantieswarranties or other projections, guaranties forecasts, estimates, appraisals, statements, promises, advice, Data or promises pertaining to the Businessinformation made, the Pershing Companies communicated or furnished by or on behalf of Sellers or any of their assetsAffiliates, except as specifically set forth in Article III any Representatives of this Agreement. (b) In connection with the Purchaser's investigation Sellers or any of the Businesstheir Affiliates or any other Person, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such including any projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, appraisals, statements, promises, advice, Data or information made, communicated or furnished by or through Sellers’ Banker, or management presentations, data rooms (electronic or otherwise) or other due diligence information, Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projectionsappraisals, forecastsstatements, prospective plans promises, advice, Data or budgets referred to in this Section 5.06(b)information.

Investigation. (a) The Purchaser Buyer, for itself and on behalf of its Affiliates, acknowledges and agrees that (i) it has made is relying on its own inquiry independent investigation, verification and investigation intoanalysis in entering into the transactions contemplated hereby, andincluding with respect to the financial condition, based thereonresults of operations, has formed an independent judgment concerningassets, liabilities, properties and projected operations of the Companies, and in making its determination to proceed with the transactions contemplated by this Agreement, the Business Buyer has relied solely on the results of its own independent investigation, verification and analysis and has relied solely on the representations and warranties of the Companies and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III this Agreement (in each case as qualified and limited by the Disclosure Schedule) or in the certificate(s) delivered at the Closing pursuant to Sections 7.2(a) and 7.2(b). The Buyer is knowledgeable about the businesses and industries in which the Companies operate, is capable of evaluating the merits and risks of the transactions contemplated by this AgreementAgreement and is able to bear the economic risk of such investment, including the complete loss of such investment, for an indefinite period of time. The Buyer and its Affiliates, representatives and advisors have been afforded reasonable access to the books and records and personnel of the Companies for purposes of conducting a due diligence investigation and have conducted to their satisfaction a due diligence investigation of the Companies and their businesses. (b) In connection with the Purchaser's Buyer’s investigation of the BusinessCompanies and their businesses, the Purchaser Buyer has received from or on behalf of the Seller or the Companies certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget informationplans. The Purchaser Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such projectionsestimates, forecasts, plans projections and budgetsother forecasts and plans, that the Purchaser Buyer is familiar with such uncertainties, that the Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, plans and other forecasts so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecasts), prospective plans and that (other than in the event of Fraud) the Buyer shall have no claim against a Company, the Seller or budgets referred to in this Section 5.06(b)any Affiliate or direct or indirect equityholder of the Seller with respect thereto.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (ia) has completed such inquiries and investigations as it has made its own inquiry and investigation deemed appropriate into, and, based thereon, has formed an independent judgment concerning, the Business Purchased Assets, the Assumed Liabilities and the Pershing Companies Transactions, and any other rights or obligations to be transferred or assumed, directly or indirectly, pursuant to the Transaction Documents and (iib) neither has been furnished with, or given access to, all such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the SellerSeller Parties, the Pershing Companies nor Purchased Assets, the Assumed Liabilities and any of their respective directorsother rights or obligations to be transferred or assumed, officersdirectly or indirectly, employeespursuant to the Transaction Documents, agents as it has requested or representatives has made, or shall be deemed to have made, required. Buyer further acknowledges and none of such persons or agrees that (x) the only representations and warranties made by the Seller or Parties are the Pershing Companies shall be liable for or bound representations and warranties expressly set forth in Article IV (as modified by the Disclosure Letter) and Buyer has not relied upon any manner by, any other express or implied representations, warrantieswarranties or other projections, guaranties forecasts, estimates, appraisals, statements, promises, advice, data or promises pertaining to information made, communicated or furnished by or on behalf of the Business, the Pershing Companies Seller Parties or any of their assetsrespective Affiliates, except as specifically any Representatives of the Seller Parties or any of their respective Affiliates or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Seller Bankers, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for any breach of any representation or warranty shall be based solely on the representations and warranties of the Seller Parties expressly set forth in Article III of IV (as modified by the Disclosure Letter). Except as otherwise expressly set forth in this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections Buyer understands and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, agrees that the Purchaser is familiar with such uncertaintiesPurchased Assets and the Assumed Liabilities are being furnished on an “AS-IS” and “WHERE-IS” basis, that subject to the Purchaser is taking full responsibility for making its own evaluation representations and warranties contained in Article IV (as modified by the Disclosure Letter), without any other representations or warranties of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)nature whatsoever.

Investigation. (a) The Each Purchaser Party acknowledges and agrees that (i) it has made conducted its own inquiry independent investigation, review and investigation intoanalysis of the business, andoperations, based thereonassets, liabilities and prospects of the Company and its Subsidiaries, which investigation, review and analysis was conducted by such Purchaser Party and its Representatives. Each Purchaser Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, each Purchaser Party acknowledges that it has formed an independent judgment concerningnot relied on any factual representations of the Company or its Subsidi- aries, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of or their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assetsRepresentatives, except as specifically for the specific representations and war- ranties of the Company set forth in Article III of this AgreementIII. (b) In connection with the Purchaser's investigation Each Purchaser Party acknowledges and agrees that none of the BusinessCompany, any of its Subsidiaries or any of their respective Representatives makes or has made any representation or warranty, either express or implied, as to the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller Company or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers Subsidiaries or representativesas to the accuracy or completeness of any of the information regard- ing the Company or any of its Subsidiaries (including materials furnished or made avail- able by the Company or its representatives in any “data rooms,” “virtual data rooms,” management presentations or projections, or hold in any other form (collectively, the Seller “Com- pany Data Room”) provided or made available to Parent or its Representatives (except for the specific representations and warranties of the Company and the Operating Part- nership set forth in Article III), and none of the Company, the Operating Partnership or any of their respective Representatives shall have or be subject to any liability to any Purchaser Party or any other Person resulting from the distribution to such persons liablePerson, with respect thereto. Accordinglyor such Person’s use of or reliance on, any such information or any information, documents or material made available to any Purchaser Party or any other Person in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expecta- tion of, or in connection with, the Seller makes no representation transactions contemplated by this Agreement. Each of the Purchaser Parties specifically disclaims any reliance on any financial or warranty operating projections or other forward-looking statements with respect to the Company, the Operat- ing Partnership, the Company Subsidiaries and their respective businesses that may have been provided to any estimates, projections, forecasts, prospective plans of the Purchaser Parties or budgets referred to their Representatives in this Section 5.06(b)the course of due diligence and negotiations.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (ia) has had an opportunity to conduct such inquiries and investigations as it has made its own inquiry and investigation deemed appropriate into, and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the SellerCompanies, the Pershing Companies nor any Company Equity Interests, the Business, the Acquired Assets and Assumed Liabilities, (b) to the Knowledge of their respective directorsBuyer, officers, employees, agents or representatives has madebeen furnished with, or shall be deemed to have madegiven access to, all such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the Companies, the Company Equity Interests, the Business, the Acquired Assets and none of such persons or Assumed Liabilities, as it has requested. Buyer further acknowledges and agrees that the only representations and warranties made by the Seller or Parties are the Pershing Companies shall be liable for or bound representations and warranties expressly set forth in this Agreement (as modified by the Seller Disclosure Letter) and Buyer has not relied upon any manner by, any other express or implied representations, warrantieswarranties or other projections, guaranties forecasts, estimates, appraisals, statements, promises, advice, data or promises pertaining to information made, communicated or furnished by or on behalf of the Business, the Pershing Companies Seller Parties or any of their assetsrespective Affiliates, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation any Representatives of the BusinessSeller Parties or any of their respective Affiliates or any other Person, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such including any projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, internal ratings, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through such Persons, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, prospective plans estimates, appraisals, statements, promises, advice, data or information and budgets so furnished to it, (ii) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and that the Purchaser will not assert any claim against warranties of the Seller Parties expressly set forth in this Agreement (as modified by the Seller Disclosure Letter). Nothing herein shall affect, limit or restrict in any manner any of Buyer’s or any of its directors, officers, employees, agents, stockholders, respective Affiliates, consultants, counsel, accountants, investment bankers ’ rights or representatives, or hold available remedies in the Seller or any such persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)event of Fraud.

Investigation. (a) The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, and based thereon, thereon has formed an independent judgment concerning, the Business Business, the Purchased Assets and the Pershing Companies Assumed Liabilities and (ii) neither will not assert any claim against the Seller, the Pershing Companies nor Sellers or any of their respective officers, directors, officers, employees, agents agents, stockholders, creditors, Affiliates, consultants or representatives has maderepresentatives, or shall be deemed to have made, and none of such persons or hold the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies Sellers or any of their assetssuch Person liable, for any inaccuracies, misstatements or omissions with respect to such information, except as specifically set forth in permitted by Article III of this AgreementXII. (b) In connection with the Purchaser's ’s investigation of the Purchased Assets and the Business, the Purchaser has received from the Seller Sellers certain estimates, projections and other forecasts forecasts, plans and budgets for the Business, and certain prospective plan and budget informationBusiness (including those set forth in the Descriptive Memorandum). The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller Sellers or any of its their officers, directors, officers, employees, agents, stockholders, creditors, Affiliates, consultants, counsel, accountants, investment bankers consultants or representatives, or hold the Seller Sellers or any such persons liable, Person liable with respect thereto, except as permitted by Article XII. Accordingly, the Seller makes Sellers make no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)Agreement or the Descriptive Memorandum.

Investigation. Buyer acknowledges and agrees that it (a) The Purchaser has completed certain inquiries and investigations concerning, Seller (with respect to the Plastics Business), the Plastics Business Subsidiaries (including the Transferred Entities), the Transferred Equity Interests, the Plastics Business and Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements and (b) has been furnished with, or given access to, certain projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about Seller (with respect to the Plastics Business), the Plastics Business Subsidiaries (including the Transferred Entities), the Transferred Equity Interests, the Plastics Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements. Buyer further acknowledges and agrees that (ix) it has the only representations and warranties made its own inquiry by Seller are the representations and investigation intowarranties expressly set forth in ARTICLE IV (as modified by the Seller Disclosure Letter), and, based thereon, has formed an independent judgment concerning, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any Transaction Agreement or any certificate delivered by Seller or any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed its Affiliates pursuant to have madethis Agreement, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in Buyer has not relied upon any manner by, any other express or implied representations, warranties, guaranties warranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projectionsappraisals, forecastsstatements, prospective plans and budgets so promises, advice, data or information made, communicated or furnished to it, and that the Purchaser will not assert any claim against the by or on behalf of Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Representatives of Seller or any such persons liableof its Affiliates or any other Person, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to including any estimates, projections, forecasts, prospective plans estimates, appraisals, statements, promises, advice, data or budgets referred information made, communicated or furnished by or through the Parent Banker, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such representation, warranty or other projections or forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and warranties of Seller expressly set forth in ARTICLE IV (as modified by the Seller Disclosure Letter), any Transaction Agreement or any certificate delivered by Seller or any of its Affiliates pursuant to this Agreement. Except as otherwise expressly set forth in this Section 5.06(bAgreement (including the representations and warranties in ARTICLE IV), Buyer understands and agrees that the Transferred Entities, the Plastics Assets and the Plastics Business are being furnished on an “as is,” “where is” basis, except for the representations and warranties contained in ARTICLE IV (as modified by the Seller Disclosure Letter), any Transaction Agreement or any certificate delivered by Seller or any of its Affiliates pursuant to this Agreement.

Investigation. (a) The Purchaser Gallagher acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, and based thereon, has formed an independent judgment concerning, the Business Acquired Businesses, the Property and the Pershing Companies and Liabilities, (ii) neither has been furnished with or given adequate access to such information about the SellerAcquired Businesses, the Pershing Companies nor Property and the Liabilities as it has requested, and (iii) will not assert any claim against Sellers and/or the Stockholder or any of their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold Sellers and/or the Seller Stockholder or any such persons liable, for any inaccuracies, misstatements or omissions with respect thereto. Accordinglyto information (other than, with respect to the Acquired Businesses, the Seller makes Property and the Liabilities, the representations and warranties contained in this Agreement) furnished by Sellers and/or the Stockholder or any such persons concerning Sellers, their affiliates, the Acquired Businesses, the Property or the Liabilities. Sellers and the Stockholder do not make, and have not made, any representations or warranties other than those expressly set out herein which are made by Sellers or the Stockholder. (b) In connection with Gallagher's investigation of the Acquired Businesses, the Pxxxxxxx xxx the Liabilities, Gallagher has received from Sellers and the Stockholder certain estimates, projections, forecasts, plans and budgets for the Acquired Businesses. However, Sellers and the Stockholder make no representation or warranty with respect to any such estimates, projections, forecasts, prospective plans and budgets, or budgets referred any other representation or warranty with respect to the business, operations, assets, liabilities or financial condition of the Acquired Businesses other than as specifically set forth in this Section 5.06(b)Agreement.

Investigation. (a) The Each Purchaser Party acknowledges and agrees that (i) it has made conducted its own inquiry independent investigation, review and investigation intoanalysis of the business, andoperations, based thereonassets, liabilities and prospects of the Company and its Subsidiaries, which investigation, review and analysis was conducted by such Purchaser Party and its Representatives. Each Purchaser Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, each Purchaser Party acknowledges that it has formed an independent judgment concerningnot relied on any factual representations of the Company or its Subsidiaries, the Business and the Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of or their respective directors, officers, employees, agents or representatives has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assetsRepresentatives, except as specifically for the specific representations and warranties of the Company set forth in Article III of this AgreementIII. (b) In connection with the Purchaser's investigation Each Purchaser Party acknowledges and agrees that none of the BusinessCompany, any of its Subsidiaries or any of their respective Representatives makes or has made any representation or warranty, either express or implied, as to the Purchaser has received from the Seller certain estimates, projections and other forecasts for the Business, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller Company or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers Subsidiaries or representativesas to the accuracy or completeness of any of the information regarding the Company or any of its Subsidiaries (including materials furnished or made available by the Company or its representatives in any “data rooms,” “virtual data rooms,” management presentations or projections, or hold in any other form (collectively, the Seller “Company Data Room”) provided or made available to Parent or its Representatives (except for the specific representations and warranties of the Company and the Operating Partnership set forth in Article III), and none of the Company, the Operating Partnership or any of their respective Representatives shall have or be subject to any liability to any Purchaser Party or any other Person resulting from the distribution to such persons liablePerson, with respect thereto. Accordinglyor such Person’s use of or reliance on, any such information or any information, documents or material made available to any Purchaser Party or any other Person in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Seller makes no representation transactions contemplated by this Agreement. Each of the Purchaser Parties specifically disclaims any reliance on any financial or warranty operating projections or other forward-looking statements with respect to the Company, the Operating Partnership, the Company Subsidiaries and their respective businesses that may have been provided to any estimates, projections, forecasts, prospective plans of the Purchaser Parties or budgets referred to their Representatives in this Section 5.06(b)the course of due diligence and negotiations.

Investigation. (a) The Without in any way affecting Purchaser's right to rely on the representations and warranties of the Sellers and the Dy 4 Entities set forth herein, Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, concerning the Business Dy 4 Entities and the Pershing Companies and Business, (ii) neither has been furnished with or given adequate access to such information about the SellerDy 4 Entities and the Business as it has requested, the Pershing Companies nor any and (iii) understands that none of their respective directors, officers, employees, agents or representatives has madeSellers, or shall be deemed any Dy 4 Entity is making any representation or warranty with respect to have made, and none of such persons the Business or the Seller or the Pershing Companies shall be liable for or bound in any manner byoperations, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except liabilities or financial condition of a Dy 4 Entity, other than as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Dy 4 Entities and the Business, the Purchaser has received from the Seller Dy 4 Systems and Dy 4 (US) certain estimates, projections projections, forecasts, plans and other forecasts budgets for the Business, and certain prospective plan and budget information. The Purchaser acknowledges Purchaser (i) understands that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser (ii) is familiar with such uncertainties, that the Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser (iv) will not assert any claim against the any Seller or any of its their respective directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the any Seller or any such other persons liable, with respect thereto. Accordinglyto such estimates, projections, forecasts, plans and budgets, and (v) understands that none of the Seller makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)5.5.

Investigation. (a) The Purchaser Buyer acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business Business, the RD-180 Program and the Pershing Companies and RDA Business, (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents has been furnished with or representatives has made, or shall be deemed given adequate access to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to information about the Business, the Pershing Companies or any of their assets, except RD-180 Program and the RDA Business as specifically set forth in Article III of this Agreement. (b) In connection with the Purchaser's investigation of the Business, the Purchaser it has received from the Seller certain estimates, projections and other forecasts for the Businessrequested, and certain prospective plan and budget information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser (iii) will not assert any claim against the Seller Seller, the Companies, PWPG, RDA or any of its their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons other Persons liable for information furnished by the Seller or any such Persons concerning the Company Group, PWPG, RDA, the PWR Shares, the PWPG Shares, the Assets, the RD-180 Assets, the Business, the RD-180 Program or the RDA Business, other than with respect to the representations and warranties contained in this Agreement. (b) In connection with the Buyer’s investigation of the Business, the RD-180 Program and the RDA Business, the Buyer has received from the Seller certain financial estimates, projections and other forecasts for the Business, the RD-180 Program and the RDA Business, and certain plan and budget information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Buyer will not assert any claim against the Seller, the Companies, PWPG, RDA or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such other Persons liable, with respect thereto. Accordingly, the Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b5.6(b). (c) Notwithstanding the foregoing, nothing in this Section 5.6 shall be deemed to limit the Buyer’s rights or remedies based on fraud.

Investigation. (a) The Purchaser acknowledges and ------------- agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business KBC and the Pershing Companies Business, and (ii) neither it has been furnished with or been given adequate access to such information about KBC and the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives Business as it has made, or shall be deemed to have made, and none of such persons or the Seller or the Pershing Companies shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties or promises pertaining to the Business, the Pershing Companies or any of their assets, except as specifically set forth in Article III of this Agreementrequested. (b) In connection with the Purchaser's investigation of KBC and the Business, the Purchaser has received from KBC and the Seller Partners certain estimates, projections and other forecasts forecasts, plans and budgets for the Business, and certain prospective plan and budget informationKBC. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, that the Purchaser is familiar with such uncertaintiesuncertainties and is not relying upon such projections, forecasts, plans or budgets, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against KBC, the Seller Partners or any of its their respective directors, officers, employees, agents, stockholders, Affiliatesaffiliates, consultants, counsel, accountants, investment bankers or representatives, or hold KBC, the Seller Partners or any such persons liable, with respect thereto. Accordingly, KBC and the Seller makes Partners make no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.06(b)6.05, or any other representation or warranty with respect to the business, operations, assets, liabilities or financial condition of KBC other than as specifically set forth in this Agreement. Neither the Purchaser nor Merger Sub has relied or is relying on any statement, representation or warranty not made in this Agreement, any schedule hereto or any certificate to be delivered to the Purchaser at the Closing pursuant to this Agreement.