Common use of No Inducement or Reliance Clause in Contracts

No Inducement or Reliance. (a) The Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company and its Subsidiaries (or their officers, directors, employees, agents or representatives) that are not expressly set forth in Article 3 hereof (including the Schedules to this Agreement), whether or not any such representations, warranties or statements were made in writing or orally. (b) Notwithstanding anything contained in this Agreement, the Buyer acknowledges and agrees that neither the Company nor its Subsidiaries (nor any of their respective Affiliates, officers, directors, employees, agents or representatives) have made, or is making, any representation or warranty whatsoever, express or implied (and the Buyer has not relied on any representation, warranty or other statement of the Company or any of its Affiliates, or any of its or their respective agents or representatives), beyond those expressly given in Article 3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by the Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to the Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or any of its Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, the Buyer understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and, subject only to the representations and warranties contained in Article 3, with all faults and without any other representation or warranty of any nature whatsoever.

No Inducement or Reliance. Independent -------------------------------------- Assessment. ---------- (a) The Buyer With respect to the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Separation 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 the Company and its Subsidiaries (Seller, any Affiliate of Seller, or their officersany agent, directorsemployee, employees, agents attorney or representatives) other representative of Seller representing or purporting to represent Seller that are not expressly set forth herein or in Article 3 hereof the Separation Agreements (including the Schedules to this Agreementand Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orallyorally (other than the documents and information Made Available to Purchaser), and that (in the absence of fraud) Purchaser will not have any right or remedy arising out of any such representation, warranty or statement. (b) Notwithstanding anything contained in this AgreementPurchaser acknowledges that, the Buyer acknowledges and agrees that except as explicitly set forth herein, neither the Company nor its Subsidiaries (Seller nor any of their respective Affiliates, officers, directors, employees, agents or representatives) have made, or is making, its Affiliates has made any representation or warranty whatsoeverwarranty, express or implied (implied, as to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser in connection with Purchaser's review of the Business and the Buyer has negotiation and the execution hereof, and that (in the absence of fraud) Purchaser shall not relied on have any right or remedy arising out of any such representation, warranty or other statement of the Company or any of its Affiliates, or any of its or their respective agents or representatives), beyond those expressly given in Article 3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by the Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to the Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or any of its Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, the Buyer understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and, subject only to the representations and warranties contained in Article 3, with all faults and without any other representation or warranty of any nature whatsoeverstatement.

No Inducement or Reliance. Independent Assessment; Projections (a) The With respect to the Purchased Assets, the IoT 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 the Company and its Subsidiaries (Seller, any Affiliate of Seller, or their officersany agent, directorsemployee, employees, agents attorney or representatives) other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth in Article 3 hereof this Agreement or in the Collateral Agreements (including the Schedules to this Agreementand 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. Notwithstanding the foregoing or anything to the contrary set forth herein, the foregoing shall not apply in the event of fraud or to any claims or rights of Buyer, any Buyer Designee, any Affiliate of Buyer or any other Person arising out of fraud. (b) Notwithstanding anything Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the IoT 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 IoT Business or its profitability for Buyer, or with respect to any forecasts, projections or IoT Business plans prepared by or on behalf of Seller and delivered to Buyer in connection with the IoT Business and the negotiation and the execution of this Agreement. (c) In connection with Buyer’s investigation of the IoT Business, Buyer and its Affiliates have received from Seller and its representatives certain projections, forecasts and business plan information. Buyer and its Affiliates acknowledge and agree that there are uncertainties inherent in attempting to make such projections, forecasts and plans, that Buyer and its Affiliates are familiar with such uncertainties, that there can be no assurances that the projections, forecasts and plans are accurate or that the projections, forecasts and plans will be realized, that Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to them, and that Buyer and its Affiliates shall have no claim against any of Seller, its Affiliates or their respective representatives with respect thereto. Financing . Buyer has delivered to Seller true, complete and fully executed copies of a commitment letter from Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLPFS”), together with the executed fee letters related thereto of even date herewith (which fee letters may be redacted so long as no redaction covers terms that would adversely affect the aggregate amount, conditionality, availability or termination of the debt financing contemplated therein) and any related exhibits, schedules, annexes, supplements, term sheets and other agreements, which provide such lenders’ respective commitments to provide Buyer with debt financing in connection with the transactions contemplated hereby in the amount set forth therein (the “Commitment Letter”) (such debt financing, the “Financing”). The Commitment Letter is in full force and effect and is a valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, the other parties thereto, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies. As of the date hereof, the Commitment Letter has not been amended or modified, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified (and no such withdrawal, rescission or modification is contemplated), other than to add lenders, lead arrangers, bookrunners, syndication agents or similar entities. As of the date hereof, there are no side letters or other arrangements relating to the Commitment Letter that could reasonably be expected to affect the availability of the funding in full of the Financing at the Closing. As of the date of this Agreement, the Buyer acknowledges and agrees that neither the Company nor its Subsidiaries (nor any of their respective Affiliates, officers, directors, employees, agents or representatives) have madehas fully paid, or is makingcaused to be fully paid, any representation or warranty whatsoever, express or implied (and the Buyer has not relied on any representation, warranty all commitment fees or other statement of the Company or any of its Affiliates, or any of its or their respective agents or representatives), beyond those expressly given in Article 3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by the Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations amounts that have been incurred and are due and required to be paid in connection with the Commitment Letter on or shall hereafter be provided prior to the date of this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, the other parties thereto under any term or condition of the Commitment Letter, or otherwise result in any portion of its Affiliatesthe Financing contemplated thereby to be unavailable. There is no condition precedent or other contingencies related to the funding of the full amount of the Financing, agents other than as set forth in the Commitment Letter in the form so delivered to on or representatives are not and Seller prior to the date of this Agreement. As of the date of this Agreement, Buyer has no reason to believe that any term or condition to the Financing set forth in the Commitment Letter will not be deemed fully satisfied on a timely basis or that the Financing will not be available to be representations or warranties of Buyer at the Company or any of its Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, the Buyer understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and, subject only to the representations and warranties contained in Article 3, with all faults and without any other representation or warranty of any nature whatsoeverClosing.

No Inducement or Reliance. (a) The Buyer Company has not been induced by and has not relied upon any representations, warranties representations or statementswarranties, whether express or implied, made by the Company and its Subsidiaries Merger Sub, Merger Sub 2 or Parent (or their respective Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in Article 3 hereof (including this Agreement or the Schedules to this Agreement)Ancillary Agreements, whether or not any such representations, representations or warranties or statements were made in writing or orally. (b) Notwithstanding anything contained in this Agreement. For the avoidance of doubt, the Buyer Company acknowledges and agrees that neither the Company Xxxxxx Sub, Merger Sub 2 nor its Subsidiaries (Parent, nor any of their respective Affiliates, officers, directors, employees, agents or representatives) , shall have madeany liability under this Agreement with respect to any information concerning Merger Sub, or is makingMerger Sub 2, any representation or warranty whatsoever, express or implied (and the Buyer has not relied on any representation, warranty or other statement of the Company Parent or any Subsidiary of its AffiliatesMerger Sub, Merger Sub 2 or any of its or their respective agents or representatives), beyond those Parent not expressly given in Article 3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company represented and its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred warranted to in this Agreement or the Schedules or elsewhereAncillary Agreements, as well as any informationincluding, documents or other materials (including any such materials contained in any “data room” or reviewed by the Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to the Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or any of its Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, the Buyer understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and, subject but only to the representations extent not also expressly represented and warranties contained warranted to in Article 3this Agreement or the Ancillary Agreements, with all faults and without (a) any other representation information regarding Merger Sub, Merger Sub 2, Parent or warranty any Subsidiary of Merger Sub, Merger Sub 2 or Parent provided at any nature whatsoevermanagement 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 Merger Sub, Merger Sub 2 or Parent or any Subsidiary of Merger Sub, Merger Sub 2 or Parent. Notwithstanding anything to the contrary herein, nothing in this Section 3.28 shall preclude the Company from asserting claims for Fraud against Merger Sub, Merger Sub 2 or Parent.