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

No Additional Warranties or Representations; Due Diligence. Corning, on behalf of itself and its affiliates, acknowledges that no Group Company nor any 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 Corning Shares or the business of the Group Companies, which has been communicated, furnished or made available to Corning or its equityholders, members, managers, partners, officers, directors, employees, agents, attorneys, accountants, advisors and representatives (collectively, “Representatives”), except as expressly set forth in Section 3. No Group Company nor any other person shall have or be subject to any liability to Corning or any other person resulting from the distribution to Corning or its Representatives, or any of Corning’s or its Representatives’ use of, any such information, documents or material made available to any of them in records stored on computer disks, in online or physical “data rooms,” provided during management presentations or in any other forms in expectation of the transactions contemplated by this Agreement except as expressly set forth in, and subject to the limitations of, Section 9 of this Agreement. Corning, 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. Corning 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. CorningParent, on behalf of itself and its affiliatesAffiliates, acknowledges that no Group neither the Company nor any other person Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding any the Company Group Company, the Corning Shares or the business of the Group CompaniesBusiness, which has been communicated, furnished or made available to Corning Parent or its equityholders, members, managers, partners, officers, directors, employees, agents, attorneys, accountants, advisors and representatives (collectively, “Merger Sub or their respective Representatives”), except as expressly set forth in Section 3this Agreement, including the Disclosure Schedule. No Group Neither the Company nor any other person Person shall have or be subject to any liability Liability to Corning or any other person Person resulting from the distribution to Corning Parent or its Representatives, or any of Corningthe Parent’s or its Representatives’ use of, any such information, documents or material made available to any of them in records Records stored on computer disks, in online or physical “data rooms,” provided during management presentations or in any other forms in expectation of the transactions contemplated by this Agreement Transactions except as expressly set forth in, and subject to the limitations of, Section 9 of in this Agreement, including the Disclosure Schedule. CorningWithout limiting the foregoing, in making its determination to proceed with the Transactions, Parent acknowledges and agrees, on behalf of itself and its affiliates acknowledges and agrees Affiliates, that neither it nor any is relying solely on (a) the results of its Representatives has reliedown independent investigation and (b) the representations and warranties of the Company expressly set forth in this Agreement, and none of such persons are relyingincluding the Disclosure Schedule. In connection with its investigation, upon any statement, warranty or representations (whether written or oral) not made in Section 3. Corning Parent and its Representatives may have received from or on behalf of the Company Group Companies certain estimates, budgets, forecasts, plans and financial projections that are not covered by the express representations and warranties of the Company set forth in this Agreement (“Forward-Looking Statements”), and CorningParent, on behalf of itself and its affiliatesAffiliates, 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 evaluations 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. CorningParent, on behalf of itself and its affiliatesAffiliates, acknowledges that no Group neither the Company nor any other person Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding any the Company Group Company, the Corning Shares or the business of the Group CompaniesBusiness, which has been communicated, furnished or made available to Corning Parent or its equityholders, members, managers, partners, officers, directors, employees, agents, attorneys, accountants, advisors and representatives (collectively, “Merger Sub or their respective Representatives”), except as expressly set forth in the Transaction Documents. Except in the case of a claim for Fraud of the type described in Section 3. No Group 9.8 against a Person, neither the Company nor any other person Person shall have or be subject to any liability Liability to Corning any Parent Indemnitee or any other person Person resulting from the distribution to Corning Parent or its Representatives, or any of CorningParent’s or its Representatives’ use of, any such information, documents or material made available to any of them in records Records stored on computer disks, in online or physical “data rooms,” provided during management presentations or in any other forms in expectation of the transactions contemplated by this Agreement except as expressly set forth in, and subject to the limitations of, Section 9 of this AgreementTransactions. CorningParent, on behalf of itself and its affiliates Affiliates, acknowledges and agrees that neither it nor any of its Representatives has relied, and none of such persons are Persons is relying, upon any statement, warranty or representations representation (whether written or oral) not made in Section 3the Transaction Documents. Corning In connection with the investigation by Parent and its Representatives Representatives, they have received from or on behalf of the Company Group Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), and CorningParent, on behalf of itself and its affiliatesAffiliates, acknowledges that (i) there are uncertainties inherent in making Forward-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 expressly set forth in Section 3the representations and warranties in this Agreement, neither the Company Group Companies nor any other person 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.