Common use of No Additional Representations; Inspection Clause in Contracts

No Additional Representations; Inspection. Each Buyer acknowledges and agrees that it has conducted its own independent investigation and analysis as it has deemed necessary or desirable of, and, based thereon, has formed an independent judgment concerning, the Business, assets, condition, operations and prospects of the Transferred Entities. In connection with each Buyer’s investigation, each Buyer has received from Seller or its Affiliates various forward-looking statements regarding the Business and the Transferred Entities (including the estimates, assumptions, projections, forecasts, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished to Buyers or any of its respective agents, representatives, lenders or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (b) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller or any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purpose.

No Additional Representations; Inspection. Each Buyer acknowledges and agrees that it (a) has conducted its own independent investigation review and analysis as it has deemed necessary or desirable of, and, based thereon, has formed an independent judgment concerning, the Businessbusiness, assets, condition, operations and prospects of the Transferred EntitiesCompany and its Subsidiaries and (b) has been furnished with or given full access to such information about the Company and its Subsidiaries and their respective businesses and operations as it has requested. In connection with each Buyer’s investigationentering into this Agreement, each Buyer has received from Seller or relied solely upon its Affiliates various forward-looking statements regarding the Business own investigation and analysis and the Transferred Entities representations and warranties of the Company set forth in ARTICLE 2, and Buyer acknowledges that, except for the representations and warranties set forth in ARTICLE 2, (including i) neither the estimatesCompany nor any of its Subsidiaries nor any of their respective directors, assumptionsofficers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (A) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business Company and the Transferred Entities furnished to Buyers or any of its respective agents, representatives, lenders Subsidiaries heretofore or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting hereafter delivered to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (bii) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller Seller, the Company or any of its Subsidiaries, or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purposeperson.

No Additional Representations; Inspection. Each Buyer acknowledges acknowledges, represents and agrees warrants that it has conducted its own independent investigation investigation, review and analysis as it has deemed necessary or desirable of, and, based thereon, has formed an independent judgment concerningof the Assets, the BusinessAssumed Liabilities, assets, and the condition, operations and prospects of the Transferred EntitiesBusiness, which investigation, review and analysis was done by Buyer and its Affiliates and their representatives. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in this Agreement and the Ancillary Documents, and Buyer acknowledges that, except (a) for the representations and warranties set forth in this Agreement and the Ancillary Documents, and (b) in the case of fraud, willful misconduct or intentional misrepresentation, neither Seller nor any of its directors, managers, members, officers, employees, Affiliates, stockholders, agents, or representatives has made any representation or warranty, either express or implied, in connection with each Buyer’s investigationthe transactions contemplated by this Agreement, each (i) as to the accuracy or completeness of any of the information provided or made available to Buyer has received from Seller or any of its agents, representatives, lenders or Affiliates various forward-looking statements regarding prior to the Business and the Transferred Entities execution of this Agreement or (including the estimates, assumptions, ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished heretofore delivered to Buyers or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates) (. Nothing in this Section 5.7 shall limit or otherwise restrict the “Forward-Looking Statements”). Each rights of Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (b) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller or any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided claim based on fraud, willful misconduct or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purposeintentional misrepresentation.

No Additional Representations; Inspection. Each Buyer acknowledges and agrees that it (a) has conducted its own independent investigation review and analysis as it has deemed necessary or desirable of, and, based thereon, has formed an independent judgment concerning, the Businessbusiness, assets, condition, operations and prospects of the Transferred EntitiesCompanies and their respective Subsidiaries and (b) has been furnished with or given reasonable access to such information about the Transferred Companies and their respective Subsidiaries and their respective businesses and operations as it has requested. In connection with each Buyer’s investigationentering into this Agreement, each Buyer has received from Seller or relied solely upon its Affiliates various forward-looking statements regarding the Business own investigation and analysis and the Transferred Entities representations and warranties of the Sellers set forth in Article 2 (including the estimatesrelated portions of the Disclosure Schedules) and in any certificates to be delivered on behalf of the Sellers hereunder, assumptionsand Buyer acknowledges that, except for the representations and warranties set forth in Article 2 (including the related portions of the Disclosure Schedules) and in any certificate to be delivered on behalf of the Sellers hereunder, none of the Sellers, the Transferred Companies or any of their respective Subsidiaries or Affiliates, or any agent, officer, director, employee or representative of any of the foregoing, or any other Person, makes or has made any representation or warranty, either express or implied, (A) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its agents, representatives, lenders or Affiliates prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished Companies or their respective Subsidiaries heretofore or hereafter delivered to Buyers or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (b) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller or any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purpose.

No Additional Representations; Inspection. Each Buyer acknowledges and agrees that it (a) has conducted its own independent investigation review and analysis as it has deemed necessary or desirable of, and, based thereon, has formed an independent judgment concerning, the Business, assets, condition, operations and prospects of the Transferred Entities. In connection Entities and (b) has been furnished with each Buyer’s investigation, each Buyer has received from Seller or its Affiliates various forward-looking statements regarding given full access to such information about the Transferred Entities and the Business and operations as it has reasonably requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the Transferred Entities representations and warranties set forth in Article 2, and Buyer acknowledges that, except for the representations and warranties set forth in Article 2, (including i) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (A) as to the estimatesaccuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, assumptionsrepresentatives, lenders or Affiliates prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished heretofore or hereafter delivered to Buyers or any of its respective agents, representatives, lenders or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (bii) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller or any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purpose.

No Additional Representations; Inspection. Each Buyer acknowledges and agrees that it (a) has conducted made its own independent investigation review and analysis as it has deemed necessary or desirable of, investigations into and, based thereon, has formed an independent judgment concerning, the Businessbusiness, assets, condition, operations and prospects of the Transferred EntitiesGroup Companies, (b) has been provided with access to such information, documents and other materials relating to the Group Companies and their respective businesses and operations as it has deemed necessary to enable it to form such independent judgment, (c) has had such time as it deems necessary and appropriate to review and analyze such information, documents and other materials and (d) has been provided an opportunity to ask questions of Sellers and the Group Companies with respect to such information, documents and other materials and has received satisfactory answers to such questions. In connection with each Buyer’s investigationentering into this Agreement, each Buyer has received from Seller or relied solely upon its Affiliates various forward-looking statements regarding the Business own investigation and analysis and the Transferred Entities representations and warranties of the Company set forth in Article 2, and the representations and warranties of Sellers set forth in Article 3, and Buyer acknowledges that, except for the representations and warranties set forth in Article 2 and Article 3, (x) none of Sellers, the Group Companies or any of their respective directors, managers, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, including any implied warranty of merchantability or suitability (i) as to the estimatesaccuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, assumptionsrepresentatives, lenders or Affiliates prior to the execution of this Agreement or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished any Group Company heretofore or hereafter delivered to Buyers or any of its respective agents, representatives, lenders or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement; and (by) it has not been induced by or relied upon in any manner whatsoever any representation, warranty warranty, inducement, promise or other statement, express or implied, made by Seller Sellers, any Group Company or any of its their respective directors, managers, officers, employees, Affiliates, stockholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purposeperson.

No Additional Representations; Inspection. Each (a) Notwithstanding anything contained in Article 2 or any other provision of this Agreement or the Seller Disclosure Letter, Buyer acknowledges and agrees that none of Seller or any of its Affiliates is making or has made, and Buyer has not relied on, any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to any member of the Company, its Subsidiaries or the Assets, other than the representations and warranties expressly set forth in Article 2 or those set forth in the Ancillary Agreements, and that the Company, its Subsidiaries, the business of the Company and its Subsidiaries and the Assets are being sold “as is” and “where is”. In addition, Buyer acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to Buyer by or on behalf of Seller are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates (other than with respect to any facts underlying such cost estimates, projections or predictions that are explicitly the subject of any Seller representations and warranties in Article 2 or any Ancillary Agreement). (b) Buyer acknowledges and agrees that it (i) has conducted made its own independent investigation inquiry and analysis as it has deemed necessary or desirable of, investigations into and, based thereon, has formed an independent judgment concerningconcerning the Company, its Subsidiaries, the Business, assets, condition, operations and prospects business of the Transferred Entities. In connection Company and its Subsidiaries and the Assets, (ii) has been provided with each Buyer’s investigationadequate access to such information, each documents and other materials relating to the Company, its Subsidiaries, the business of the Company and its Subsidiaries and the Assets as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as Buyer deems necessary and appropriate to review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of Seller with respect to such information, documents and other materials and has received from satisfactory answers to such questions. Xxxxx further acknowledges and agrees that none of Seller or its Affiliates various forward-looking statements regarding the Business and the Transferred Entities (including the estimates, assumptions, projections, forecasts, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished to Buyers or any of its respective agents, representatives, lenders or Affiliates) (the “Forward-Looking Statements”). Each Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or Affiliates has made any representation representations or warrantywarranties, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers or any of its respective agentssuch information, representatives, lenders or Affiliates prior to the execution of this Agreement; documents and (b) it has not been induced by or relied upon in any manner whatsoever any representation, warranty or other statement, express or implied, made by Seller or any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any materials other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that than the representations and warranties set forth contained in ARTICLE 2 are in lieu of, this Agreement and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purposeAncillary Agreements.

No Additional Representations; Inspection. Each of Buyer and MergerCo acknowledges and agrees that it (a) has conducted made its own independent investigation review and analysis as it has deemed necessary or desirable of, investigations into and, based thereon, has formed an independent judgment concerning, the BusinessCompany’s business, assets, condition, operations and prospects of the Transferred EntitiesCompany and its Subsidiaries, (b) has had such time as it deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials provided or made available to Buyer or any of its respective directors, officers, employees, equityholders, agents, representatives, Debt Financing Sources or Affiliates by or on behalf of the Company and (d) has been provided an opportunity to ask questions of and receive answers from the Company with respect to such information, documents and other materials. In connection with each Buyer’s investigationentering into this Agreement, each of Buyer and MergerCo has received from Seller or relied solely upon its Affiliates various forward-looking statements regarding the Business own investigation and analysis and the Transferred Entities representations and warranties of the Company set forth in this Agreement or the Company Disclosure Letter, and each of Buyer and MergerCo acknowledges that, except for the representations and warranties set forth in this Agreement or the Company Disclosure Letter, (x) none of the Company or any of its Subsidiaries or any of their respective directors, officers, employees, Affiliates, equityholders, agents or representatives makes or has made any representation or warranty, either express or implied, including any implied warranty of merchantability or suitability, (i) as to the estimatesaccuracy or completeness of any of the information provided or made available to Buyer or any of its respective directors, assumptionsofficers, employees, equityholders, agents, representatives, Debt Financing Sources or Affiliates or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business and the Transferred Entities furnished to Buyers Company or any of its respective agents, representatives, lenders Subsidiaries heretofore or Affiliates) (the “Forward-Looking Statements”). Each hereafter delivered to or made available to Buyer acknowledges and agrees: (a) there are uncertainties inherent in attempting to make the Forward-Looking Statements; (b) such Buyer is familiar with such uncertainties; and (c) such Buyer is not relying on any Forward-Looking Statement in any manner whatsoever. In entering into this Agreement, such Buyer has relied solely upon its own investigation and analysis and the representations and warranties set forth in ARTICLE 2, and such Buyer acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE 2: (a) neither Seller nor or any of its respective directors, officers, employees, Affiliatesequityholders, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyers or any of its respective agents, representatives, lenders Debt Financing Sources or Affiliates prior to the execution of this Agreement; and (by) it has not been induced by or relied upon in any manner whatsoever any representation, warranty warranty, inducement, promise or other statement, express or implied, made by Seller the Company or any of its Subsidiaries or any of their respective directors, officers, employees, Affiliates, stockholdersequityholders, agents or representatives or any other Person. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that neither Seller nor any of its respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied: (a) with respect to any Forward-Looking Statements made: (i) in any management presentations; (ii) in any “data room”; (iii) in any supplemental due diligence information provided or made available; (iv) in connection with such Buyer’s discussions with management of the Business; (v) in negotiations leading to this Agreement; or (vi) in any other circumstance; (b) with respect to the reasonableness of the assumptions underlying any Forward-Looking Statements; or (c) as to merchantability, suitability or fitness for a particular purpose or quality, with respect to any tangible assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Each Buyer acknowledges and agrees that the representations and warranties set forth in ARTICLE 2 are in lieu of, and such Buyer hereby expressly waives all rights to, any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Law, including the warranties of merchantability and fitness for a particular purposeperson.