Common use of No Inducement or Reliance; Independent Assessment Clause in Contracts

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements or pursuant hereto or thereto, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documents), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney other representative of Seller or other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Wireline Communications Business or and any other rights or obligations to be transferred hereunder or under the Transition Collateral Agreements or pursuant hereto or thereto, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents in this Agreement or in the Transition Collateral Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “data rooms” rooms or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the CATV Business or and any other rights or obligations to be transferred hereunder or under the Transition Collateral Agreements or pursuant hereto or thereto, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents in this Agreement or in the Transition Collateral Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or Purchaser’s Buyer's use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “"data rooms” " or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements or pursuant hereto or thereto, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents herein or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books the Confidential Information Memorandum prepared by Mxxxxx Buckfire & Co., LLC relating to the Business and or, except as expressly provided in this Agreement any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business or Target and any other rights or obligations to be transferred hereunder or under pursuant hereto, the Transition Agreements or pursuant hereto or thereto, Purchaser declares and states that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by SellerSellers, any Affiliate of Sellerthe Sellers, Target, any Subsidiary, or any of their agent, employee, attorney attorney, advisor or other representative of Seller or by any other Person representing or purporting to represent Seller the Sellers, that are not expressly set forth herein, any other Seller Documents or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documents)this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and none of Sellerthe Sellers, any Affiliate of Sellerthe Sellers, or any agent, employee, attorney attorney, other representative of Seller the Sellers or other Person shall have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books relating to the Business information and any information, documents or material made available in any “data rooms” the Data Room or management presentations pursuant to Management Meetings or in any other form in expectation of the transactions contemplated hereby. This clause shall not limit or exclude any liability of the Sellers for, or remedy of the Purchaser in respect of, fraudulent misrepresentation.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the ORiNOCO Business or and any other rights or obligations to be transferred hereunder or under the Transition Collateral Agreements or pursuant hereto or thereto, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents in this Agreement or in the Transition Collateral Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or Purchaser’s Buyer's use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “"data rooms” " or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Shares, the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements or pursuant hereto or thereto, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents herein or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books the Confidential Information Memorandum prepared by Mxxxxx Buckfire & Co., LLC relating to the Business and any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements or pursuant hereto or thereto, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documents), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Shares, the Purchased Assets, the FPG Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements Operative Documents or pursuant hereto or thereto, no Purchaser has not been induced by and or has not relied upon any representations, warranties or statements, whether express or implied, made by any Seller, any Affiliate of any Seller, or any agent, employee, attorney or other representative of any Seller representing or purporting to represent any Seller that are not expressly set forth herein, any other Seller Documents herein or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Operative Documents), whether or not any such representations, warranties or statements were made in writing or orally, and none of no Seller, any no Affiliate of Seller, or nor any agent, employee, attorney attorney, other representative of any Seller or other Person shall have or be subject to any liability to any Purchaser or any other Person resulting from the distribution to any Purchaser, or any Purchaser’s use of, any such information, including management presentations and investment banker books the Confidential Information Memorandum prepared by Mxxxxx Buckfire & Co., LLC relating to the FPG Business and any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business Business, Cxxxx XX or any other rights or obligations to be transferred hereunder or under the Transition Agreements Additional Documents or pursuant hereto or thereto, Purchaser has and Parent have not been induced by and has have not relied upon any representations, warranties or statements, whether express or implied, made by Seller, the Sellers or any Affiliate of Sellertheir respective Affiliates, or any agent, employee, attorney or other representative of Seller the Sellers or any such Affiliate representing or purporting to represent Seller any of them that are not expressly set forth herein, any other Seller Documents or in the Transition Agreements herein (including the Schedules and Exhibits hereto and thereto and any other Seller hereto) or in the Additional Documents), whether or not any such representations, warranties or statements were made in writing or orally, and except as otherwise provided in Article IX hereof, none of Seller, the Sellers or any Affiliate of Sellertheir respective Affiliates, or any agent, employee, attorney attorney, other representative representatives of Seller the Sellers or any other Person shall have or be subject to any liability to Purchaser or Parent or any other Person resulting from the distribution to PurchaserPurchaser or Parent, or Purchaser’s or Parent’s use of, any such information, including management presentations and investment banker books relating to the Business Offering Memorandum and any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Optoelectronics Business or and any other rights or obligations to be transferred hereunder or under the Transition Collateral Agreements or pursuant hereto or thereto, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents in this Agreement or in the Transition Collateral Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documentsthereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney attorney, other representative of Seller or other Person shall have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or Purchaser’s Buyer's use of, any such information, including management presentations and investment banker books relating to the Business and any information, documents or material made available in any “"data rooms” " or management presentations or in any other form in expectation of the transactions contemplated hereby.