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

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, 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 in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including 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. (b) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for Buyer, or with respect to any forecasts, projections or plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors in connection with the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With Notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor any of its Affiliates, representatives or advisors has made, or shall be deemed to have made, to Seller or any other Person any representations or warranty other than those expressly made by Buyer in this Article IV. Without limiting the generality of the foregoing, except to the extent expressly set forth in this Article IV, no representation or warranty has been made or is being made herein to Seller or any other Person (i) with respect to the Wireline Communications Business and any projections, forecasts, business plans, estimates or budgets delivered to or made available to Seller or any - 49 - other Person or (ii) with respect to any other rights information or obligations documents (financial, legal or otherwise) delivered, disclosed, discussed, provided or made available at any time to be transferred hereunder Seller or under the Collateral Agreements or pursuant hereto or thereto, any other Person. (b) 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 the Companies (or purporting to represent Seller their Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in this Agreement or in the Collateral Agreements Article III hereof (including the Schedules and Exhibits hereto and theretoSeller Disclosure Schedule), 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including 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. (bc) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that that, other than as set forth in Article III, neither Seller nor the Companies (nor any Affiliate of Seller has their respective Affiliates, officers, directors, employees, agents or representatives) have made or will make any representation or warranty, express or implied, as to the future prospects of the Wireline Communications Transferred Business or its profitability for Buyer, or with respect to any financial statements, including the special purpose financial statements and other information contemplated by Section 5.13, or any forecasts, projections or business plans of the Wireline Communications Business prepared by made available at any time to Buyer (or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directorsAffiliates, officers, directors, employees, agents, representatives agents or advisors representatives) in connection with Buyer’s review of the Wireline Communications Business and the negotiation and the execution of this AgreementTransferred Business. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the CATV Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, 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 in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s 's use of, any such information, including 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. (b) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications CATV Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications CATV Business or its profitability for Buyer, or with respect to any forecasts, projections or CATV Business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Buyer in connection with the Wireline Communications CATV Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the Business and or any other rights or obligations to be transferred hereunder or under the Collateral Transition Agreements or pursuant hereto or thereto, Buyer 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 or by any other Person representing or purporting to represent Seller that are not expressly set forth in this Agreement herein, any other Seller Documents or in the Collateral Transition Agreements (including the Schedules and Exhibits hereto and theretothereto 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 Buyer Purchaser or any other Person resulting from the distribution to BuyerPurchaser, or BuyerPurchaser’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. (b) Buyer Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Purchaser acknowledges that that, except as explicitly set forth herein and in the other Seller Documents, neither Seller nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for BuyerPurchaser, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Purchaser in connection with Purchaser’s review of the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the Business and or any other rights or obligations to be transferred hereunder or under the Collateral Transition Agreements or pursuant hereto or thereto, Buyer 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 or by any other Person representing or purporting to represent Seller that are not expressly set forth in this Agreement herein, any other Seller Documents or in the Collateral Transition Agreements (including the Schedules and Exhibits hereto and theretothereto 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 Buyer Purchaser or any other Person resulting from the distribution to BuyerPurchaser, or BuyerPurchaser’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. (b) Buyer Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Purchaser acknowledges that that, except as explicitly set forth herein and in the other Seller Documents, neither Seller nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for BuyerPurchaser, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Purchaser in connection with Purchaser’s review of the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Shares, the Purchased Assets, the Business and or any other rights or obligations to be transferred hereunder or under the Collateral Transition Agreements or pursuant hereto or thereto, Buyer 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 or by any other Person representing or purporting to represent Seller that are not expressly set forth in this Agreement herein or in the Collateral Transition Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer Purchaser or any other Person resulting from the distribution to BuyerPurchaser, or BuyerPurchaser’s use of, any such information, including 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 rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby. (b) Buyer Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Purchaser acknowledges that that, except as explicitly set forth herein, neither Seller nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for BuyerPurchaser, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Purchaser in connection with Purchaser’s review of the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the Optoelectronics Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, 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 in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s 's use of, any such information, including 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. (b) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Optoelectronics Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications Optoelectronics Business or its profitability for Buyer, or with respect to any forecasts, projections or Optoelectronics Business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Buyer in connection with the Wireline Communications Optoelectronics Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, made by Sellerthe Constituent Companies, any Affiliate of Sellertheir Subsidiaries, Largus, or any agentof the Equityholders or their respective Affiliates, employeeofficers, attorney directors, employees, agents or other representative of Seller or by any other Person representing or purporting to represent Seller representatives that are not expressly set forth in this Agreement or in and the Collateral Agreements (including the Schedules and Exhibits hereto and thereto)Ancillary Documents, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that neither the Constituent Companies, their Subsidiaries, Largus, the Equityholders nor any of their representatives or Affiliates has made any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Constituent Companies or any of their Subsidiaries, Largus, any of the Equityholders or the Contemplated Transactions except for the representations and warranties of the Constituent Companies, Largus and the Equityholders expressly set forth in this Agreement and the Ancillary Documents (as modified by the Constituent Company Disclosure Schedule), and none neither the Constituent Companies, nor Largus, nor any of Sellerthe Equityholders, nor any Affiliate of Sellertheir respective Affiliates, officers, directors, employees, agents or any agentrepresentatives, employee, attorney, other representative of Seller or other Person shall will have or be subject to any liability to Buyer or any other Person resulting from the distribution to BuyerBuyer or its representatives, or Buyer’s the use ofby Buyer or its representatives, of any such information, including publications, any informationconfidential information memorandum or electronic data room information provided to Buyer or its representatives, documents or material made available any other document or information in any data rooms form provided to Buyer or management presentations or its representatives in any other form in expectation connection with the Contemplated Transactions. Buyer acknowledges that it has inspected and conducted, to its satisfaction, its own independent review, investigation and analysis (financial and otherwise) of the transactions contemplated herebyConstituent Companies and/or any of their Subsidiaries and/or Largus and, in making the determination to proceed with the Contemplated Transactions, Buyer has relied on the results of its own independent review, investigation and analysis. (b) Except as expressly set forth in this Agreement and the Ancillary Documents, Buyer acknowledges that it has made its own assessment none of the present condition and Constituent Companies, their Subsidiaries, Largus, the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller Equityholders nor any Affiliate of Seller their respective representatives or Affiliates makes, will make or has made any representation or warranty, express or implied, including as to the future prospects of the Wireline Communications Business Constituent Companies or its any of their Subsidiaries or Largus or any of their respective businesses or their profitability for Buyer, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by made available to Buyer (or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directorsAffiliates, officers, directors, employees, agents, representatives agents or advisors representatives) in connection with Buyer’s review of the Wireline Communications Business Constituent Companies, their Subsidiaries and the negotiation and the execution of this AgreementLargus. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the ORiNOCO Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, 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 in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s 's use of, any such information, including 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. (b) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications ORiNOCO Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications ORiNOCO Business or its profitability for Buyer, or with respect to any forecasts, projections or ORiNOCO Business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Buyer in connection with the Wireline Communications ORiNOCO Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, Buyer Neither Parent nor Merger Sub has not been induced by and or has not relied upon any representations, warranties or statements, whether express or impliedimplied and whether oral or written, 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 in this Agreement or in the Collateral Agreements Article III (including the Schedules and Exhibits hereto and theretoCompany Disclosure Schedules), whether in any certificate delivered by the Company pursuant to Section 6.3(c) of this Agreement, by the Unitholders’ Representative in Section 9.1(e) or not by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreement. Neither the Company nor any such representationsof the Unitholders or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Company Parties”) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, any of its Subsidiaries or the Contemplated Transactions except for the representations and warranties made by the Company as expressly set forth in Article III, as set forth in any certificate delivered by the Company pursuant to Section 6.3(c) of this Agreement, by the Unitholders’ Representative as set forth in Section 9.1(e) or statements were made by an Equityholder in writing a Letter of Transmittal or orallyOption Payment Letter delivered pursuant to this Agreement, and and, except as expressly set forth in this Agreement none of Seller, any Affiliate of Seller, or any agent, employee, attorney, other representative of Seller or other Person shall the Company Parties will have or be subject to any liability to Buyer Parent, Merger Sub or any other Person resulting from the distribution to BuyerParent, Merger Sub or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”), or Buyer’s the use ofby Parent, Merger Sub or any such of the Parent Representatives, of any information (including publications or data room information), in any form provided to Parent, Merger Sub or any of the Parent Representatives in connection with the Contemplated Transactions. Parent is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and its Subsidiaries and the Contemplated Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including any informationlegal counsel, documents or material made available that it has engaged for such purpose and, in any data rooms or management presentations or in any making the determination to enter into this Agreement and to proceed with the Contemplated Transactions, Parent and Merger Sub have relied on the results of their own independent investigation. Parent and its representatives have been provided with full and complete access to the representatives, properties, offices and other form in expectation facilities, books and records of the transactions contemplated herebyCompany and its Subsidiaries and other information that they have requested in connection with their investigation of the Company and its Subsidiaries and the Contemplated Transactions. (b) Buyer acknowledges Without limiting the generality of Section 4.8(a), Parent and Merger Sub acknowledge that it has made its own assessment none of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to Company Parties has made, makes or will make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any representation or warranty, express or implied, as to the future prospects of the Wireline Communications Business Company or any of its Subsidiaries or their profitability for BuyerParent or Merger Sub, or with respect to any forecasts, projections or business plans made available to Parent and Merger Sub or any of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Parent Representatives in connection with Parent’s and Merger Sub’s review of the Wireline Communications Business Company and the negotiation and the execution of this Agreementits Subsidiaries. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) 5.8.1 With respect to the Wireline Communications Sale Securities, the Acquired Assets, the Business and or any other rights or obligations to be transferred hereunder or under the Collateral Transfer Agreements or pursuant hereto or thereto, Buyer has the Buyers have not been induced by and has have not relied upon any representations, warranties or statements, whether express or implied, made by SellerDelphi, any Affiliate of Sellerits Affiliates, or any agent, employee, attorney or other representative of Seller or by any other Person Delphi representing or purporting to represent Delphi or any Seller that are not expressly set forth in this Agreement herein or in the Collateral Transfer Agreements (including the Schedules and Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of SellerDelphi, any Affiliate of SellerDelphi, or any agent, employee, attorney, other representative of Seller Delphi or other Person shall will have or be subject to any liability Liability to Buyer Parent, any Buyer or any other Person resulting from the distribution to BuyerBuyer Parent, or BuyerBuyer Parent’s use of, any such information, including the Confidential Information Memorandum and any information, documents or material made available in the Data Room or any data rooms or management presentations Management Presentations or in any other form in expectation of the transactions contemplated herebyby this Agreement. (b) 5.8.2 Buyer Parent acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Parent acknowledges that that, except as expressly set forth in the representations and warranties contained in Article IV of this Agreement, neither Seller Delphi nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for BuyerBuyer Parent, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller Delphi and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Buyer Parent in connection with Buyer Parent’s review of the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Shares, the Purchased Assets, the FPG Business and or any other rights or obligations to be transferred hereunder or under the Collateral Agreements Operative Documents or pursuant hereto or thereto, Buyer 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 or by any other Person representing or purporting to represent any Seller that are not expressly set forth in this Agreement herein or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto)other 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, other representative of any Seller or other Person shall have or be subject to any liability to Buyer any Purchaser or any other Person resulting from the distribution to Buyerany Purchaser, or Buyerany Purchaser’s use of, any such information, including 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 rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby. (b) Buyer No Seller, no Affiliate of Seller, nor any agent, employee, attorney, other representative of any Seller shall have or be subject to any liability to Orhan or any Purchaser resulting from the distribution to or any Purchaser, or any Purchaser’s use, of the Confidential Information Memorandum prepared by Mxxxxx Buckfire & Co., LLC. (c) Each Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications FPG Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Each Purchaser acknowledges that neither that, except as explicitly set forth herein, no Seller nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications FPG Business or its profitability for BuyerOrhan or applicable Purchasers, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller Sellers and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors any Purchaser in connection with its review of the Wireline Communications FPG Business and the negotiation and the execution of this AgreementAgreement and the other Operative Documents. (cd) For The Purchasers are purchasing the avoidance Purchased Shares or the Purchased Assets, as the case may be, for investment and not with a view to any resale or distribution thereof, but subject, nevertheless, to any requirement of doubtLaw that the disposition of its property remain within its control at all times, and neither it nor anyone authorized by it to act on its behalf has directly or indirectly offered any interest in such Purchased Shares or Purchased Assets, as the express representations and warranties pursuant case may be, or any similar security for sale to, or solicited any offer to this Section 4 shall remain unaffectedacquire any of the same from, any Person.

No Inducement or Reliance; Independent Assessment. (a) With respect to Buyer’s investigation of the Wireline Communications Business Business, the Assets and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or theretoTransferred Entities and the execution of this Agreement and the Ancillary Agreements, Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made available or provided by SellerAtmel, the Selling Subsidiaries, Atmel UK, any Affiliate of Sellerthe foregoing, or any agentdirector, officer, employee, attorney consultant, shareholder, advisor, broker or other agent or representative of Seller Atmel, the Selling Subsidiaries, Atmel UK or any of their respective Affiliates or by any other Person representing or purporting to represent Seller Atmel, the Selling Subsidiaries, Atmel UK or any of their respective Affiliates that are not expressly set forth in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto)Ancillary Agreements, whether or not any such representations, warranties or statements were made in writing or orally, and none of SellerAtmel, the Selling Subsidiaries, Atmel UK, any Affiliate of Sellertheir respective Affiliates, or any agentdirector, officer, employee, attorneyconsultant, shareholder, advisor, broker or other agent or representative of Seller Atmel, the Selling Subsidiaries, Atmel UK or any of their respective Affiliates, or any other Person shall have or be subject to any liability or indemnification or other obligation to Buyer, its Affiliates, the Buyer Indemnitees or any other Person resulting from the distribution to or access by Buyer, or Buyer’s use of, any such information, including any information, documents or material materials, including those made available in any “data rooms or rooms,” management presentations or meetings, works council information documents or presentations, offering memoranda, term sheets, proposals, letters of intent, pro forma and other financial statements or projections, responses to questions submitted by a Buyer or its advisors or representatives, on-site visits, or in any other form in expectation of or to consummate the transactions contemplated hereby. (b) hereby or in any of the Ancillary Agreements. Buyer acknowledges that (i) it has made its own independent assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges thereto and (ii) that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for Buyer, or with respect to any forecasts, projections or plans of the Wireline Communications Business prepared by or on behalf of Seller it and delivered to Buyer, its Affiliates or Buyer’s or one all of its Affiliate’s respective directors, officers, employees, agents, attorneys, accountants, other advisors, consultants and representatives or advisors in connection with have been provided adequate access to the Wireline Communications personnel, assets, properties, premises, information and records of the Business and to enable Buyer to make its own assessment of the negotiation and the execution of this AgreementBusiness. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, made by Sellerthe Company, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing their respective Affiliates officers, directors, employees, agents or purporting to represent Seller that are not representatives except for the representations and warranties expressly set forth in this Agreement or in Article III and the Collateral Agreements Ancillary Documents (including as modified by the Schedules and Exhibits hereto and theretoSeller Disclosure Schedule), whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that neither the Company nor Seller nor any of its Representatives or Affiliates has made any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of the information regarding the Company or any of its Subsidiaries, Seller or the Contemplated Transactions, except for the representations and warranties of Seller expressly set forth in Article III and the Ancillary Documents (as modified by the Seller Disclosure Schedule), and none neither the Company, nor Seller nor any of Seller, any Affiliate of Seller, their respective Representatives or any agent, employee, attorney, other representative of Seller or other Person shall Affiliates will have or be subject to any liability to Buyer or any other Person resulting from the distribution to BuyerBuyer or its representatives or the use by Buyer or its representatives, or Buyer’s use of, of any such information, including publications, any informationconfidential information memorandum or electronic data room information provided to Buyer or its representatives, documents or material made available any other document or information in any data rooms form provided to Buyer or management presentations or its representatives in any other form in expectation of connection with the transactions contemplated hereby. (b) Contemplated Transactions. Buyer acknowledges that it has made inspected and conducted, to its satisfaction, its own assessment independent review, investigation and analysis (financial and otherwise) of the present condition Company and / or any of its Subsidiaries. Notwithstanding anything in this Agreement to the future prospects contrary, nothing contained in this Section 4.10 or elsewhere in this Agreement shall in any way waive, release or limit any right to recovery for any intentional fraud by Seller, its Affiliates, or its or their respective officers, directors, employees, agents or Representatives arising out of the Wireline Communications Business and is sufficiently experienced Contemplated Transactions, including any claims of intentional fraud based on any statements, omissions or conduct in connection with any information provided regarding the Company or any of its Subsidiaries, Seller or the Contemplated Transactions, and, for the avoidance of doubt, Seller expressly agrees that it will not invoke this Section 4.10 as a defense to make an informed judgment any claim that Buyer was induced into entering this Agreement as a result of any intentionally fraudulent statements, omissions or conduct in connection with respect theretoany information provided regarding the Company or any of its Subsidiaries, Seller or the Contemplated Transactions. Except as expressly set forth in Article III, Buyer further acknowledges that neither the Company nor Seller nor any Affiliate of Seller their respective Representatives or Affiliates has made any representation or warranty, express or implied, including as to the future prospects of the Wireline Communications Business Company or any of its Subsidiaries or their respective businesses or their profitability for Buyer, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered made available to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors their respective Representatives in connection with Buyer’s review of the Wireline Communications Business Company and the negotiation and the execution of this Agreementits Subsidiaries. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.

No Inducement or Reliance; Independent Assessment. (a) With respect to Each of Parent and Purchaser has made its own independent investigation, review and analysis regarding the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or theretoBusiness, 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 Sellerthe Transferred Companies and the Business Transaction, or any agentwhich investigation, employeereview and analysis were conducted by Parent and Purchaser together with advisors, attorney or other representative of Seller or by any other Person representing or purporting including legal counsel, that it has engaged for such purpose and, in making the determination to represent Seller that are not expressly set forth in enter into this Agreement or in and to proceed with the Collateral Agreements (including Business Transaction, each of Parent and Purchaser and its Subsidiaries and Representatives have relied on the Schedules and Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orally, and none results 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 Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including 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 herebytheir own independent investigation. (b) Buyer Without limiting the generality of Section 2.09(a), each of Parent and Purchaser acknowledges that it and agrees that, except as may be set forth in this Agreement, none of Seller, Cristal or their respective Subsidiaries or Representatives has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and made, is sufficiently experienced to making or will make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any representation or warranty, express or implied, as to the future prospects of the Wireline Communications Business or its the Transferred Companies after the consummation of the Business Transaction, or their potential profitability for Buyer, or with respect to any business plans or forecasts, projections or plans estimates of revenues, profits, cash flows or other financial performance measures that have been or may in the Wireline Communications Business prepared by future be made available to Parent, Purchaser or on behalf any of Seller and delivered to Buyer, its Affiliates their respective Subsidiaries or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Representatives in connection with their review of the Wireline Communications Business and or the negotiation and the execution of this AgreementBusiness Transaction. (c) For Notwithstanding the avoidance of doubtforegoing, the express representations and warranties pursuant to nothing in this Section 4 2.09 shall remain unaffectedrelieve Seller and Cristal, and their respective Subsidiaries and Representatives, from any liability or damages incurred or suffered by Parent, Purchaser or their respective Subsidiaries solely to the extent such liabilities or damages were the result of actual fraud on the part of Seller, its Subsidiaries and their respective Representatives.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Purchased Assets, the Business and or any other rights or obligations to be transferred hereunder or under the Collateral Transition Agreements or pursuant hereto or thereto, Buyer 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 or by any other Person representing or purporting to represent Seller that are not expressly set forth in this Agreement herein or in the Collateral Transition Agreements (including the Schedules and Exhibits hereto and thereto), 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 Buyer Purchaser or any other Person resulting from the distribution to BuyerPurchaser, or BuyerPurchaser’s use of, any such information, including the Confidential Information Memorandum prepared by Mxxxxx Buckfire & Co., LLC relating to the Business or, except as expressly provided in this Agreement 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. (b) Buyer Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further Purchaser acknowledges that that, except as explicitly set forth herein, neither Seller nor any Affiliate of Seller its Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for BuyerPurchaser, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Purchaser in connection with Purchaser’s review of the Wireline Communications Business and the negotiation and the execution of this Agreement. (c) For Purchaser is not purchasing the avoidance Purchased Assets for resale and has not entered into negotiations to, and has no plan or intent to, sell any of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffectedPurchased Assets outside the ordinary course of business.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or theretoNeither Parent, Buyer Merger Sub nor Merger Sub 2 has not been induced by and has not neither have relied upon any representations, representations or warranties or statements, whether express or implied, made by Sellerthe Company or Seller (or their respective Affiliates, any Affiliate of Sellerofficers, directors, employees, agents or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller representatives) that are not expressly set forth in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto)Ancillary Agreements, whether or not any such representations, representations or warranties or statements were made in writing or orally. For the avoidance of doubt, Xxxxxx acknowledges and none of agrees that neither the Seller nor the Company, nor their respective Affiliates, officers, directors, employees, agents or representatives, shall have any liability under this Agreement with respect to any information concerning the Seller, the Company or the Subsidiaries of the Company not expressly represented and warranted to in this Agreement or the Ancillary Agreements, including, but only to the extent not also expressly represented and warranted to in this Agreement or the Ancillary Agreements, (a) any Affiliate of information regarding the Seller, the Company or the Subsidiaries of the Company provided at any management presentation related to the Contemplated Transactions, (b) any information communicated by or made available through the data room process, or (c) any financial projection or forecast relating to the Company or any agent, employee, attorney, other representative of Seller or other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including 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 herebySubsidiaries of the Company. (b) Buyer Except for the representations and warranties expressly made by the Company or Seller in this Agreement or the Ancillary Agreements, each of Parent, Merger Sub and Merger Sub 2 acknowledges that it has made its own assessment none of the present condition and Company, the future prospects Subsidiaries of the Wireline Communications Business and is sufficiently experienced to Company, Seller or their respective Affiliates, officers, directors, employees, agents or representatives makes, will make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller or has made any representation or warranty, express or implied, as to the future prospects of the Wireline Communications Business Company or its profitability for BuyerParent, Merger Sub or Merger Sub 2 or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by made available to Merger Sub, Merger Sub 2 or on behalf of Seller and delivered to Buyer, its Affiliates Parent (or Buyer’s or one of its Affiliate’s directorstheir respective Affiliates, officers, directors, employees, agents, representatives agents or advisors representatives) in connection with Merger Sub’s, Merger Sub 2’s and Parent’s review of the Wireline Communications Business Company and its Subsidiaries. Notwithstanding anything to the negotiation and the execution of this Agreement. (c) For the avoidance of doubtcontrary herein, the express representations and warranties pursuant to nothing in this Section 4 5.10 shall remain unaffectedpreclude Parent, Merger Sub or Merger Sub 2 from asserting claims for Fraud against the Company or Seller.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and Purchased Assets, the Business, Cxxxx XX or any other rights or obligations to be transferred hereunder or under the Collateral Agreements Additional Documents or pursuant hereto or thereto, Buyer has Purchaser 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 by any other Person such Affiliate representing or purporting to represent Seller any of them that are not expressly set forth in this Agreement or in the Collateral Agreements herein (including the Schedules and Exhibits hereto and thereto)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, other representative representatives of Seller the Sellers or any other Person shall have or be subject to any liability to Buyer Purchaser or Parent or any other Person resulting from the distribution to BuyerPurchaser or Parent, or BuyerPurchaser’s or Parent’s use of, any such information, including the 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. (b) Buyer acknowledges Purchaser and Parent acknowledge that it has they have made its their own assessment of the present condition and the future prospects of the Wireline Communications Business and is Cxxxx XX and are sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor Purchaser and Parent acknowledge that, except as explicitly set forth herein (including the Schedules hereto) or in the Additional Documents, none of the Sellers or any Affiliate of Seller their respective Affiliates has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its Cxxxx XX or their profitability for Buyerto Purchaser or Parent, or with respect to any forecasts, projections or business plans of the Wireline Communications Business prepared by or on behalf of Seller the Sellers and delivered to Buyer, its Affiliates Purchaser or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors Parent in connection with their review of the Wireline Communications Business and Cxxxx XX and the negotiation and the execution of this Agreement. (c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.