Common use of No Additional Warranties or Representations; Due Diligence Clause in Contracts

No Additional Warranties or Representations; Due Diligence. Buyer, on behalf of itself and its affiliates, acknowledges and agrees that neither it nor any of its or their officers, directors, managers, employees, agents, attorneys, accountants, advisors or representatives (“Buyer Representatives”) has relied, and none of such Persons is relying upon any statement, warranty or representation (whether written or oral) not expressly set forth in this Agreement. Buyer, on behalf of itself and its affiliates, acknowledges that none of Sellers or any of their respective officers, directors, employees, partners members, managers, attorneys or agents, has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company or its business, properties or assets, which has been communicated, furnished or made available to Buyer or any Buyer Representatives, except as expressly set forth in this Agreement. None of the Sellers shall have, or be subject to, any liability to any Indemnified Party or other Person resulting from the distribution to Buyer or any Buyer Representatives, or any of Buyer’s or Buyer Representatives’ use of, any information, documents or materials made available to any of them in due diligence, including any information, documents or materials stored on computer disks or online or physical data rooms, provided during managements presentations, or in any other forms in expectation of the transactions contemplated by this Agreement, except as expressly set forth in this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

No Additional Warranties or Representations; Due Diligence. Buyer, on behalf of itself and its affiliates, acknowledges and agrees that neither it nor any of its or their officers, directors, managers, employees, agents, attorneys, accountants, advisors or representatives (“Buyer Representatives”) has relied, and none of such Persons is relying upon any statement, warranty or representation (whether written or oral) not expressly set forth in this Agreement. BuyerCorning, on behalf of itself and its affiliates, acknowledges that none of Sellers or no Group Company nor any of their respective officers, directors, employees, partners members, managers, attorneys or agents, other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding any Group Company, the Company Corning Shares or its business, properties or assetsthe business of the Group Companies, which has been communicated, furnished or made available to Buyer Corning or any Buyer its equityholders, members, managers, partners, officers, directors, employees, agents, attorneys, accountants, advisors and representatives (collectively, “Representatives”), except as expressly set forth in this AgreementSection 3. None of the Sellers No Group Company nor any other person shall have, have or be subject to, to any liability to Corning or any Indemnified Party or other Person person resulting from the distribution to Buyer Corning or any Buyer its Representatives, or any of BuyerCorning’s or Buyer its Representatives’ use of, any such information, documents or materials material made available to any of them in due diligence, including any information, documents or materials records stored on computer disks or disks, in online or physical “data rooms, ,” provided during managements presentations, management presentations or in any other forms in expectation of the transactions contemplated by this Agreement, Agreement except as expressly set forth in in, and subject to the limitations of, Section 9 of this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTCorning, on behalf of itself and its affiliates acknowledges and agrees that neither it nor any of its Representatives has relied, and none of such persons are relying, upon any statement, warranty or representations (whether written or oral) not made in Section 3. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCorning and its Representatives have received from or on behalf of the Group Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), and Corning, on behalf of itself and its affiliates, acknowledges that (i) there are uncertainties inherent in making Forward-Looking Statements and (ii) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished to it and its Representatives (including the reasonableness of the assumptions underlying Forward-Looking Statements where such assumptions are explicitly disclosed). Except as expressly set forth in Section 3, neither the Group Companies nor any other person is making any representation or warranty with respect to, or shall have or be subject to any liability to Corning, or any other person resulting from, the distribution to any of Corning or its Representatives, or their use of, Forward-Looking Statements.

No Additional Warranties or Representations; Due Diligence. BuyerParent, on behalf of itself and its affiliates, acknowledges and agrees that neither it nor any of its or their officers, directors, managers, employees, agents, attorneys, accountants, advisors or representatives (“Buyer Representatives”) has relied, and none of such Persons is relying upon any statement, warranty or representation (whether written or oral) not expressly set forth in this Agreement. Buyer, on behalf of itself and its affiliatesAffiliates, acknowledges that none of Sellers or neither the Company nor any of their respective officers, directors, employees, partners members, managers, attorneys or agents, other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company Group or its business, properties or assetsthe Business, which has been communicated, furnished or made available to Buyer Parent or any Buyer Merger Sub or their respective Representatives, except as expressly set forth in this Agreementthe Transaction Documents. None Except in the case of a claim for Fraud of the Sellers type described in Section 9.8 against a Person, neither the Company nor any other Person shall have, have or be subject to, any liability to any Indemnified Party Liability to any Parent Indemnitee or any other Person resulting from the distribution to Buyer Parent or any Buyer its Representatives, or any of BuyerParent’s or Buyer its Representatives’ use of, any such information, documents or materials material made available to any of them in due diligence, including any information, documents or materials Records stored on computer disks or disks, in online or physical “data rooms, ,” provided during managements presentations, management presentations or in any other forms in expectation of the transactions contemplated Transactions. Parent, on behalf of itself and its Affiliates, acknowledges and agrees that neither it nor any of its Representatives has relied, and none of such Persons is relying, upon any statement, warranty or representation (whether written or oral) not made in the Transaction Documents. In connection with the investigation by Parent and its Representatives, they have received from or on behalf of the Company Group certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), and Parent, on behalf of itself and its Affiliates, acknowledges that (i) there are uncertainties inherent in making Forward Looking Statements and (ii) it is familiar with such uncertainties and, subject to the representations and warranties in the Transaction Documents, is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished to it and its Representatives (including the reasonableness of the assumptions underlying Forward-Looking Statements where such assumptions are explicitly disclosed). Except as set forth in the representations and warranties in this Agreement, except as expressly set forth in this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONneither the Company Group nor any other Person is making any representation or warranty with respect to the Forward-Looking Statements.