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

No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub has been induced by or has relied upon any representations, warranties or statements, whether express or implied and whether oral or written, that are not expressly set forth in Article III (including the Company Disclosure Schedules), 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 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 of 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 by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”), or the use by Parent, Merger Sub or any 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 legal counsel, that it has engaged for such purpose and, in 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 facilities, books and records of the Company 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.

No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub With respect to Buyer’s investigation of the Business, the Assets and the Transferred Entities and the execution of this Agreement and the Ancillary Agreements, Buyer has not been induced by or and has not relied upon any representations, warranties or statements, whether express or implied and whether oral implied, made available or writtenprovided by Atmel, the Selling Subsidiaries, Atmel UK, any Affiliate of the foregoing, or any director, officer, employee, consultant, shareholder, advisor, broker or other agent or representative of Atmel, the Selling Subsidiaries, Atmel UK or any of their respective Affiliates or by any other Person representing or purporting to represent Atmel, the Selling Subsidiaries, Atmel UK or any of their respective Affiliates that are not expressly set forth in Article III (including this Agreement or in the Company Disclosure Schedules)Ancillary Agreements, whether or not any such representations, warranties or statements were made in any certificate delivered by writing or orally, and none of Atmel, the Company pursuant to Section 6.3(c) of this AgreementSelling Subsidiaries, by the Unitholders’ Representative in Section 9.1(e) or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreement. Neither the Company nor Atmel UK, any of their respective Affiliates, or any director, officer, employee, consultant, shareholder, advisor, broker or other agent or representative of Atmel, the Unitholders Selling Subsidiaries, Atmel UK 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 by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties will other Person shall have or be subject to any liability or indemnification or other obligation to ParentBuyer, Merger Sub its Affiliates, the Buyer Indemnitees or any other Person resulting from the distribution to Parent, Merger Sub or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”)access by Buyer, or Buyer’s use of, any information, documents or materials, including those made available in any “data 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 use by Parent, Merger Sub transactions contemplated hereby or in any of the Parent Representatives, of any information Ancillary Agreements. Buyer acknowledges that (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 i) it has made its own independent investigation, review and analysis regarding assessment of the Company and its Subsidiaries present condition and the Contemplated Transactionsfuture prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto and (ii) that it and all of its respective directors, which investigationofficers, review and analysis were conducted by Parent together with expert employees, agents, attorneys, accountants, other advisors, including legal counsel, that it has engaged for such purpose and, in making the determination to enter into this Agreement consultants 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 adequate access to the representativespersonnel, assets, properties, offices and other facilitiespremises, books information and records of the Company and Business to enable Buyer to make its Subsidiaries and other information that they have requested in connection with their investigation own assessment of the Company and its Subsidiaries and the Contemplated TransactionsBusiness.

No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub Buyer has not been induced by or 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 the Company, any of Seller or their respective Affiliates officers, directors, employees, agents or representatives except for the representations and whether oral or written, that are not warranties expressly set forth in Article III and the Ancillary Documents (including as modified by the Company Seller Disclosure SchedulesSchedule), whether or not any such representations, warranties or statements were made 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) writing or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreementorally. Neither Buyer represents and warrants that neither the Company nor Seller nor any of the Unitholders its Representatives or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Company Parties”) 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 the information regarding the Company, Company or any of its Subsidiaries Subsidiaries, Seller or the Contemplated Transactions Transactions, except for the representations and warranties made by the Company as of Seller expressly set forth in Article III, III and the Ancillary Documents (as set forth in any certificate delivered modified by the Company pursuant to Section 6.3(c) Seller Disclosure Schedule), and neither the Company, nor Seller nor any of this Agreement, by the Unitholders’ Representative as set forth in Section 9.1(e) their respective Representatives or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties Affiliates will have or be subject to any liability to Parent, Merger Sub Buyer or any other Person resulting from the distribution to Parent, Merger Sub Buyer or any of their respective Affiliates, officers, directors, employees, advisors, agents or its representatives (collectively, the “Parent Representatives”), or the use by Parent, Merger Sub Buyer or any of the Parent Representativesits representatives, of any information, including publications, any confidential information (including publications memorandum or electronic data room information)information provided to Buyer or its representatives, or any other document or information in any form provided to Parent, Merger Sub Buyer or any of the Parent Representatives its representatives in connection with the Contemplated Transactions. Parent is a sophisticated purchaser Buyer acknowledges that it has inspected and has made conducted, to its satisfaction, its own independent investigationreview, review investigation and analysis regarding (financial and otherwise) of the Company and / or any of its Subsidiaries and Subsidiaries. Notwithstanding anything in this Agreement to the 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 Contemplated Transactions, which investigationincluding any claims of intentional fraud based on any statements, review and analysis were conducted by Parent together omissions or conduct in connection with expert advisorsany information provided regarding the Company or any of its Subsidiaries, including legal counsel, that it has engaged for such purpose and, in making the determination to enter into this Agreement and to proceed with Seller or the Contemplated Transactions, Parent and Merger Sub have relied on and, for the results avoidance of doubt, Seller expressly agrees that it will not invoke this Section 4.10 as a defense to any claim that Buyer was induced into entering this Agreement as a result of any intentionally fraudulent statements, omissions or conduct in connection with any information provided regarding the Company or any of its Subsidiaries, Seller or the Contemplated Transactions. Except as expressly set forth in Article III, Buyer acknowledges that neither the Company nor Seller nor any of their own independent investigation. Parent and its representatives have been provided with full and complete access respective Representatives or Affiliates has made any representation or warranty, express or implied, including as to the representativesprospects of the Company or any of its Subsidiaries or their respective businesses or their profitability for Buyer, propertiesor with respect to any forecasts, offices and other facilitiesprojections or business plans made available to Buyer, books and records its Affiliates or their respective Representatives in connection with Buyer’s review of the Company 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.Subsidiaries. EXECUTION VERSION

No Inducement or Reliance; Independent Assessment. (a) Neither Each of Parent nor and Merger Sub acknowledges that it has been induced by or has relied upon any representations, warranties or statements, whether express or implied and whether oral or written, that are not expressly set forth in Article III (including the Company Disclosure Schedules), in any certificate delivered by the Company pursuant conducted to Section 6.3(c) of this Agreement, by the Unitholders’ Representative in Section 9.1(e) or by its satisfaction an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreement. Neither the Company nor any independent investigation of the Unitholders or any financial condition, operations, clients, assets, liabilities, properties and prospects 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 by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”), or the use by Parent, Merger Sub or any 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 legal counsel, that it has engaged for such purpose and, in Subsidiaries. In making the its determination to enter into this Agreement and to proceed with the Contemplated TransactionsMerger, each of Parent and Merger Sub have has relied on solely upon (a) the results of their its own independent investigation. Parent , including any investigation conducted by its Representatives, and its representatives have been provided with full (b) the representations and complete access to the representatives, properties, offices and other facilities, books and records warranties of the Company expressly set forth in Section 3.2 of this Agreement and its Subsidiaries and other information that they have requested in connection with their investigation of any certificate delivered pursuant to this Agreement, as qualified by the Company and its Subsidiaries and the Contemplated TransactionsDisclosure Letter. EACH OF PARENT AND MERGER SUB ACKNOWLEDGE AND AGREE THAT SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO PARENT AND MERGER SUB IN CONNECTION THIS AGREEMENT AND THE MERGER, AND EACH OF PARENT AND MERGER SUB UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT IT IS NOT RELYING AND HAS NOT RELIED ON ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR PROVIDED BY THE COMPANY, OR BY ANY OF THE COMPANY STOCKHOLDERS OR ANY OF THEIR AFFILIATES, OR BY ANY OF THE COMPANY’S SERVICE PROVIDERS OR REPRESENTATIVES, OR, OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, CLIENTS, ASSETS, LIABILITIES, PROPERTIES OR PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES), WHETHER MADE BEFORE OR AFTER THE DATE OF THIS AGREEMENT, AND IF ANY SUCH OTHER REPRESENTATION, STATEMENT OR INFORMATION WAS MADE OR PROVIDED IT IS SPECIFICALLY DISCLAIMED BY THE COMPANY.

No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub Buyer has not been induced by or 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 the Constituent Companies, their Subsidiaries, Largus, or any of the Equityholders or their respective Affiliates, officers, directors, employees, agents or representatives that are not set forth in this Agreement and the 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, that are not 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 Article III this Agreement and the Ancillary Documents (including as modified by the Constituent Company Disclosure SchedulesSchedule), in any certificate delivered by and neither the Company pursuant to Section 6.3(c) of this AgreementConstituent Companies, by the Unitholders’ Representative in Section 9.1(e) or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreement. Neither the Company nor Largus, nor any of the Unitholders or Equityholders, nor any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectivelyrepresentatives, 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 by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties will have or be subject to any liability to Parent, Merger Sub Buyer or any other Person resulting from the distribution to Parent, Merger Sub Buyer or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”)its representatives, or the use by Parent, Merger Sub Buyer or any of the Parent Representativesits representatives, of any information, including publications, any confidential information (including publications memorandum or electronic data room information)information provided to Buyer or its representatives, or any other document or information in any form provided to Parent, Merger Sub Buyer or any of the Parent Representatives its representatives in connection with the Contemplated Transactions. Parent is a sophisticated purchaser Buyer acknowledges that it has inspected and has made conducted, to its satisfaction, its own independent investigationreview, review investigation and analysis regarding (financial and otherwise) of the Company and its Constituent Companies and/or any of their Subsidiaries and the Contemplated Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose and/or Largus and, in making the determination to enter into this Agreement and to proceed with the Contemplated Transactions, Parent and Merger Sub have Buyer has relied on the results of their its own independent investigation. Parent review, investigation and its representatives have been provided with full and complete access to the representatives, properties, offices and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Company and its Subsidiaries and the Contemplated Transactionsanalysis.

No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub Buyer has not been induced by or and has not relied upon any representations, warranties or statements, whether express or implied and whether oral or writtenimplied, that are not expressly set forth in Article III (including the Company Disclosure Schedules), in any certificate delivered made by the Company pursuant to Section 6.3(c) of this AgreementSeller, by the Unitholders’ Representative in Section 9.1(e) or 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 of the Unitholders Companies or any of their respective Affiliates, officers, managers, directors, employees, advisors, agents or representatives Representatives (collectively, the “Company Parties”) ), except for the representations and warranties of the Seller expressly set forth in Article III and the representations and warranties of Seller and Holdings expressly set forth in Article IV, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that no Company Party has made made, and that it has not relied or is not relying upon, 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 Company, any of its Subsidiaries Companies or the Contemplated Transactions except for the representations and warranties made by of the Company as Seller expressly set forth in Article III, as set forth in any certificate delivered by III and the Company pursuant to Section 6.3(c) representations and warranties of this Agreement, by the Unitholders’ Representative as set forth in Section 9.1(e) or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as Seller and Holdings expressly set forth in this Agreement Article IV, and, absent Fraud, none of the Company Parties will have or be subject to any liability to Parent, Merger Sub Buyer or any other Person resulting from the distribution to Parent, Merger Sub Buyer or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent its Representatives”), or the use by Parent, Merger Sub Buyer or any of the Parent its Representatives, of any information, including publications, any confidential information (including publications memorandum or data room information)information provided to Buyer or its Representatives, or any other document or information in any form provided to Parent, Merger Sub Buyer or any of the Parent its Representatives in connection with the Contemplated Transactions. Parent is a sophisticated purchaser Buyer acknowledges that it has inspected and has made conducted, to its satisfaction, its own independent investigation, review and analysis regarding investigation of the Company and its Subsidiaries and the Contemplated Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose Companies and, in making the determination to enter entering into this Agreement and to proceed with the Contemplated TransactionsAgreement, Parent and Merger Sub have Bxxxx has relied on the results of their its own independent investigationinvestigation and analysis. Parent and its representatives have been provided with full and complete access to the representativesWITHOUT LIMITING THE FOREGOING, propertiesBUYER ACKNOWLEDGES THAT THE COMPANY PARTIES HAVE MADE NO REPRESENTATION OR WARRANTY TO ANY FUTURE REVENUES, offices and other facilitiesCOSTS, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Company and its Subsidiaries and the Contemplated TransactionsEXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, FINANCIAL CONDITION OR PROSPECTS OF THE COMPANIES.