Common use of Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans Clause in Contracts

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company Subsidiaries by the Parent Entities and the Merger Subs, the Parent Entities and the Merger Subs (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are familiar, (b) that the Parent Entities and the Merger Subs are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) that they have not relied, and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs will have no claim against a Company Entity or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other Person, with respect thereto.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and businesses of the Company and its Subsidiaries by the Parent Entities and the Merger Subsits Affiliates, the stockholders, directors, officers, employees, agents, representatives or advisors, Parent Entities and the Merger Subs (its Affiliates, stockholders, directors, officers, employees, agents, representatives and their respective Representatives) advisors have received and may continue to receive after the date hereof from the Company Entities and the Company Subsidiaries its Subsidiaries, stockholders, directors, officers, employees, agents, representatives and their respective Representatives advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and business of the Company Subsidiaries or the Subsidiaries. Parent and their respective businesses and operations. The Parent Entities and the Merger Subs Subsidiary hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Subsidiary are familiar, (b) that the Parent Entities and the Merger Subs Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, Parent and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Subsidiary will have no claim against a Company Entity the Company, the Stockholders or any Company Subsidiarytheir respective Affiliates, or any of their respective shareholders stockholders, directors, officers, employees, agents, representatives or Representativesadvisors, or any other Personperson or entity, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities by Xxxxx and the Company Subsidiaries by the Parent Entities and the Merger Subsits Affiliates, the Parent Entities and the Merger Subs (and their respective Representatives) equityholders, directors, managers, officers, employees, agents, representatives or advisors, Buyer and its Affiliates, and their respective equityholders, directors, managers, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company Entities Seller and the Company Subsidiaries its Affiliates, and their respective Representatives equityholders, directors, mangers, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operationsCompany. The Parent Entities and the Merger Subs Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are Buyer is familiar, and that (bsubject to the express representations and warranties of Seller set forth in ARTICLE II (in each case as qualified by the relevant sections of the Disclosure Schedule) that the Parent Entities and the Merger Subs are any representations and warranties expressly and specifically set forth in any Transaction Documents) Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Buyer will have no claim against a Company Entity Seller or any Company Subsidiaryof its Affiliates, or any of their respective shareholders equityholders, directors, managers, officers, employees, agents, representatives or Representativesadvisors, or any other Personperson, with respect thereto. Accordingly, Buyer hereby acknowledges and agrees that none of Seller or any of its Affiliates, nor any of their respective equityholders, directors, managers, officers, employees, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), except for the express representations and warranties of Seller set forth in ARTICLE II (in each case as qualified by the relevant sections of the Disclosure Schedule) and any representations and warranties expressly and specifically set forth in any other Transaction Documents. Notwithstanding anything to the contrary in this Section 3.11, nothing in this Section 3.11 shall limit any claim for Fraud.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the its due diligence investigation of the Company Entities and the Company Subsidiaries by the Parent Entities and the Merger SubsCompany, the Parent Entities and the Merger Subs (and their respective Representatives) have Buyer has received and may continue to receive from the Company Entities Parent and the Company Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-forward looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses its business and operations. The Parent Entities and the Merger Subs Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-forward looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are Buyer is familiar, (b) that that, other than with respect to the Parent Entities and the Merger Subs are representations set forth in Section 3.6(c), Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-forward looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-forward looking information or business plans), (c) that they have not reliedand that, and are not otherwise relyingother than with respect to the representations set forth in Section 3.6(c), upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Buyer will have no claim against a Company Entity the Company, Parent or any Company Subsidiaryof its Subsidiaries, or any of their respective shareholders or Representativesstockholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, other than with respect to the representations set forth in Section 3.6(c), Buyer hereby acknowledges that none of the Company, Parent or any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward looking statements or business plans regarding the Company (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities Business by Buyer and the Company Subsidiaries by the Parent Entities its Affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, Buyer and the Merger Subsits Affiliates, the Parent Entities stockholders, directors, officers, employees, agents, Representatives and the Merger Subs (and their respective Representatives) advisors have received and may continue to receive after the date hereof from the Company Entities PKI and the Company Subsidiaries its subsidiaries, stockholders, directors, officers, employees, agents, Representatives and their respective Representatives advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operationsBusiness. The Parent Entities and the Merger Subs Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are Buyer is familiar, and, except with respect to the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (b) that in each case as qualified and limited by the Parent Entities and the Merger Subs are taking full responsibility for making their own evaluation Disclosure Schedule), if any, Buyer will not rely on any of the adequacy and accuracy of all such estimates, projections, forecasts and other forecasts, forward-looking information, as well as such information or business plans), so furnished and that Buyer will have no claim against PKI or any of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, Representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Buyer hereby acknowledges and agrees that none of PKI or any of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, Representatives or advisors, nor any other person or entity, has made or is making any express or implied representation or warranty with respect to them such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information statements or business plans), (c) that they have not relied, and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs will have no claim against a Company Entity or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other Person, except with respect theretoto the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company Subsidiaries by the Parent Entities and the Merger SubsSub, the Parent Entities and the Merger Subs Sub (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs Sub hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Sub are familiar, (b) that the Parent Entities and the Merger Subs Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, Parent and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Sub will have no claim against a the Company Entity or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other Personperson, with respect thereto. Parent and Merger Sub hereby acknowledge that, except for the representations and warranties set forth in Article IV, none of the Company nor any Company Subsidiary, nor any of their respective shareholders or Representatives, nor any other person, has made or is making any warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, the Company Subsidiaries or any of their Representatives, including information in any “data room”, management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and the Company Subsidiaries or their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company its Subsidiaries by the Parent Entities and the Merger SubsSub, the Parent Entities and the Merger Subs Sub (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company its Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company its Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs Sub hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Sub are familiar, (b) that the Parent Entities and the Merger Subs Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, Parent and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Sub will have no claim against a the Company Entity or any Company Subsidiaryof its Subsidiaries, or any of their respective shareholders or Representatives, or any other Personperson, with respect thereto. Without limiting the foregoing, Parent and Merger Sub hereby acknowledge that, except for the representations and warranties set forth in Article III, none of the Company nor any of its Subsidiaries, nor any of their respective shareholders or Representatives, nor any other person, has made or is making any representation or warranty in connection with this Agreement, including with respect to the Company or any of its Subsidiaries or their respective businesses and operations.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company its Subsidiaries by the Parent Entities and the Merger SubsSub, the Parent Entities and the Merger Subs Sub (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company its Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company its Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs Sub hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Sub are familiar, (b) that the Parent Entities and the Merger Subs Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, Parent and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Sub will have no claim against a the Company Entity or any Company SubsidiarySubsidiary of the Company, or any of their respective shareholders or Representatives, or any other Personperson, with respect thereto. Parent and Merger Sub hereby acknowledge that, except for the representations and warranties set forth in Article IV, none of the Company nor any Subsidiary of the Company, nor any of their respective shareholders or Representatives, nor any other person, has made or is making any warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, its Subsidiaries or any of their Representatives, including information in any “data room,” management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and its Subsidiaries or their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and Business by each of the Company Subsidiaries by the Parent Entities and the Merger Subs, the Parent Entities and the Merger Subs (Buyers and their respective Representatives) Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, each of the Buyers and their Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company Entities Xxxxxx and the Company Subsidiaries its subsidiaries, stockholders, directors, officers, employees, agents, representatives and their respective Representatives advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operationsBusiness. The Parent Entities and the Merger Subs Each Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are each Buyer is familiar, (b) that the Parent Entities and the Merger Subs are each Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) that they have not reliedand that, and are not otherwise relyingabsent fraud, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs neither Buyer will have no any claim against a Company Entity Xxxxxx or any Company Subsidiaryof its subsidiaries, or any of their respective shareholders stockholders, directors, officers, employees, agents, representatives or Representativesadvisors, or any other Personperson or entity, with respect thereto. Accordingly, each Buyer hereby acknowledges and agrees that none of Xxxxxx or any of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities Business by Xxxxx and the Company Subsidiaries by the Parent Entities its Affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, Buyer and the Merger Subsits Affiliates, the Parent Entities stockholders, directors, officers, employees, agents, Representatives and the Merger Subs (and their respective Representatives) advisors have received and may continue to receive after the Original Execution Date from the Company Entities PKI and the Company Subsidiaries its subsidiaries, stockholders, directors, officers, employees, agents, Representatives and their respective Representatives advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operationsBusiness. The Parent Entities and the Merger Subs Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are Buyer is familiar, and, except with respect to the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (b) that in each case as qualified and limited by the Parent Entities and the Merger Subs are taking full responsibility for making their own evaluation Disclosure Schedule), if any, Buyer will not rely on any of the adequacy and accuracy of all such estimates, projections, forecasts and other forecasts, forward-looking information, as well as such information or business plans), so furnished and that Buyer will have no claim against PKI or any of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, Representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Buyer hereby acknowledges and agrees that none of PKI or any of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, Representatives or advisors, nor any other person or entity, has made or is making any express or implied representation or warranty with respect to them such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information statements or business plans), (c) that they have not relied, and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs will have no claim against a Company Entity or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other Person, except with respect theretoto the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities Business by Buyer and the Company Subsidiaries by the Parent Entities its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Buyer and the Merger Subsits Affiliates, the Parent Entities stockholders, directors, officers, employees, agents, representatives and the Merger Subs (and their respective Representatives) advisors have received and may continue to receive after the date hereof from the Company Entities PKI and the Company Subsidiaries its Subsidiaries, stockholders, directors, officers, employees, agents, representatives and their respective Representatives advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operationsBusiness. The Parent Entities and the Merger Subs Buyer hereby acknowledge (a) acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs are Buyer is familiar, (b) that the Parent Entities and the Merger Subs are Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Buyer will have no claim against a Company Entity PKI or any Company Subsidiaryof its Subsidiaries, or any of their respective shareholders stockholders, directors, officers, employees, agents, representatives or Representativesadvisors, or any other Personperson or entity, with respect thereto. Accordingly, Buyer hereby acknowledges and agrees that none of PKI or any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company Subsidiaries by the Parent Entities and the Merger SubsSub, the Parent Entities and the Merger Subs Sub (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs Sub hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Sub are familiar, (b) that the Parent Entities and the Merger Subs Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) and that they have not relied, Parent and are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subs Sub will have no claim against a the Company Entity or any Company Subsidiary, or any of their respective shareholders stockholders or Representatives, or any other Personperson, with respect theretothereto except to the extent such estimates, projections, forecasts and other forward-looking information and business plans otherwise result in a breach or violation of Article III. Parent and Merger Sub hereby acknowledge that, except for the representations and warranties set forth in Article III, none of the Company nor any Company Subsidiary, nor any of their respective stockholders or Representatives, nor any other person, has made or is making any warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), and Parent and Merger Sub have not relied on any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans) received from the Company and Company Subsidiaries and their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities Business and the Company Subsidiaries and its subsidiaries by the Parent Entities and the Merger SubsBuyer, the Parent Entities and the Merger Subs (Buyer Parent, and their respective Representatives) Affiliates and representatives, Buyer, Buyer Parent, and their respective Affiliates and representatives have received and may continue to receive after the date hereof from the Company Entities and Sellers, the Company Subsidiaries Company, the Company’s subsidiaries, and their respective Representatives Affiliates and representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities Sellers, the Company, the Company’s subsidiaries, and the Company Subsidiaries Business. Buyer and their respective businesses and operations. The Buyer Parent Entities and the Merger Subs hereby acknowledge and agree that: (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer and Buyer Parent Entities and the Merger Subs are familiar, ; (b) that the Buyer and Buyer Parent Entities and the Merger Subs are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them Buyer, Buyer Parent, or their respective Affiliates and representatives (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), ; and (c) that they have not relied, and are not otherwise relying, upon on any except to the extent such information is expressly included in connection with the Transactions (including their decision to enter into representations and warranties made by the Company in Article III of this Agreement) , Buyer and (d) the Buyer Parent Entities and the Merger Subs will have no hereby waive any claim against a Company Entity the Sellers (or any Company Subsidiaryof them), the Company, the Company’s subsidiaries (or any of them), or any of their respective shareholders Affiliates or Representatives, or any other Person, representatives with respect thereto.to any information described in this Section

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Entities and the Company Subsidiaries by the Parent Entities and the Merger SubsSub, the Parent Entities and the Merger Subs Sub (and their respective Representatives) have received and may continue to receive from the Company Entities and the Company Subsidiaries and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Entities and the Company Subsidiaries and their respective businesses and operations. The Parent Entities and the Merger Subs Sub hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subs Sub are familiar, (b) that the Parent Entities and the Merger Subs Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) that they have not reliedand, except for the representations and are not otherwise relying, upon on warranties set forth in Article IV or in any such information in connection with the Transactions (including their decision certificate delivered pursuant to enter into this Agreement) , that Parent and (d) the Parent Entities and the Merger Subs Sub will have no claim against a the Company Entity or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other Personperson, with respect thereto. Parent and Merger Sub hereby acknowledge that, except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, none of the Company or any Company Subsidiary, or any of their respective shareholders or Representatives, or any other person, has made or is making any warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, the Company Subsidiaries or any of their Representatives, including information in any “data room”, management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and the Company Subsidiaries or their respective Representatives. Except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.