Common use of No Other Representations or Warranties; Investigation by Parent Clause in Contracts

No Other Representations or Warranties; Investigation by Parent. Parent and Merger Sub each acknowledges and agrees that (a) it has had an opportunity to discuss the business of the Company with the Company, (b) it has been afforded the opportunity to ask questions of and receive answers from the Company and (c) except for the representations and warranties contained in Article IV, and without limiting Parent’s or Merger Sub’s remedies in the case of fraud or intentional misconduct, neither Parent nor Merger Sub has relied upon or otherwise been induced by, any other express or implied representation or warranty with respect to the Company or with respect to any information made available to Parent or Merger Sub in connection with the transactions contemplated by this Agreement. The Company makes no representations and warranties except as set forth in Article IV. Moreover, except in the case of fraud or intentional misconduct, (x) neither the Company, the Company’s Subsidiaries, nor any of their respective directors, officers, employees, affiliates, agents or Representatives nor any other Person will have or be subject to any liability or obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in the data rooms or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is included or incorporated in a representation or warranty contained in Article IV, and (y) Parent and Merger Sub each acknowledges that neither the Company nor any other Person makes any representations or warranties whatsoever with respect to any projections or forecasts that may have been provided to Parent or any of its Representatives.

No Other Representations or Warranties; Investigation by Parent. Parent and Merger Sub each acknowledges and agrees that (a) it has had an opportunity to discuss the business of the Company and the Company Subsidiaries with the management of the Company, (b) it has had reasonable access to (i) the books and records of the Company and the Company Subsidiaries and (ii) the electronic dataroom maintained by the Company through Intralinks, Inc. for purposes of the transactions contemplated by this Agreement, (c) it has been afforded the opportunity to ask questions of and receive answers from executive officers of the Company and (cd) except for the representations and warranties contained in Article IVthis Section 3, and without limiting Parent’s or Merger Sub’s remedies any certificates delivered by the Company in the case of fraud or intentional misconductconnection with Closing, neither Parent nor Merger Sub has have relied upon or otherwise been induced by, any other express or implied representation or warranty with respect to the Company or with respect to any information made available to Parent or Merger Sub in connection with the transactions transaction contemplated by this Agreementhereunder. The Neither the Company makes no representations and warranties except as set forth in Article IV. Moreover, except in the case of fraud or intentional misconduct, (x) neither the Company, the Company’s Subsidiaries, nor any of their respective directors, officers, employees, affiliates, agents or Representatives nor any other Person person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or their respective representatives in the certain data rooms or management presentations in connection with expectation of the transactions contemplated by this Agreement, unless any such information is expressly included or incorporated in a representation or warranty contained in Article IV, and (y) Parent and Merger Sub each acknowledges that neither Section 3 or in the corresponding section of the Company nor any other Person makes any representations or warranties whatsoever with respect to any projections or forecasts that may have been provided to Parent or any of its RepresentativesDisclosure Schedule.

No Other Representations or Warranties; Investigation by Parent. Parent and Merger Sub each acknowledges and agrees that (a) it has had an opportunity to discuss the business of the Company and the Company Subsidiaries with the management of the Company, (b) it has had reasonable access to (i) the books and records of the Company and the Company Subsidiaries and (ii) the electronic dataroom maintained by the Company through Mxxxxxx Corporation for purposes of the transactions contemplated by this Agreement, (c) it has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (cd) except for the representations and warranties contained in Article IVthis Section 3, and without limiting Parent’s or Merger Sub’s remedies any certificates delivered by the Company in the case of fraud or intentional misconductconnection with Closing, neither Parent nor Merger Sub has have relied upon or otherwise been induced by, any other express or implied representation or warranty with respect to the Company or with respect to any information provided to or made available to Parent or Merger Sub in connection with the transactions transaction contemplated by this Agreementhereunder. The Neither the Company makes no representations and warranties except as set forth in Article IV. Moreover, except in the case of fraud or intentional misconduct, (x) neither the Company, the Company’s Subsidiaries, nor any of their respective directors, officers, employees, affiliates, agents or Representatives nor any other Person person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in the certain data rooms or management presentations in connection with expectation of the transactions contemplated by this Agreement, unless any such information is expressly included or incorporated in a representation or warranty contained in Article IV, and (y) Parent and Merger Sub each acknowledges that neither this Section 3 or in the corresponding section of the Company nor any other Person makes any representations or warranties whatsoever with respect to any projections or forecasts that may have been provided to Parent or any of its RepresentativesDisclosure Schedule.