Common use of Opportunity for Independent Investigation; No Other Representations Clause in Contracts

Opportunity for Independent Investigation; No Other Representations. Prior to its execution of this Agreement, Buyer has conducted to its satisfaction an independent investigation, verification, review and analysis of the business, operations, Assets, liabilities, results of operations, financial condition and affairs, technology and prospects of the Acquired Companies and the Project, which investigation, review and analysis was conducted by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer’s Representatives. In making its decision to execute this Agreement and to purchase the Purchased Equity Interests, Buyer has relied and will rely solely upon the results of such independent investigation and verification and the terms and conditions of this Agreement. Buyer acknowledges that: (a) it has had the opportunity to visit with Seller and meet with its respective Representatives to discuss the Acquired Companies and their condition, cash flows and prospects, (b) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction and Buyer is fully familiar with all such materials and information, including all terms and condition, obligations and liabilities pursuant to, and arising under, all Material Contracts, and (c) in entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or any of the Seller’s representatives (except the specific representations and warranties of Seller set forth in Article III and Article IV), and Buyer acknowledges and agrees, to the fullest extent permitted by Law, that (except the specific representations and warranties of Seller set forth in Article III and Article IV):

Opportunity for Independent Investigation; No Other Representations. Prior to its execution of this Agreement, Buyer Purchaser has conducted to its satisfaction an independent investigation, verification, review investigation and analysis verification of the business, operations, current condition and affairs of the Acquired Business and the Acquired Assets, liabilitiesincluding the condition, results of operations, financial condition the cash flow and affairs, technology and the prospects of the Acquired Companies Assets and the Project, which investigation, review and analysis was conducted by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer’s RepresentativesAssumed Liabilities. In making its decision to execute this Agreement and to purchase the Purchased Equity InterestsAcquired Assets and assume the Assumed Liabilities, Buyer Purchaser has relied and will rely solely upon the results of such independent investigation and verification and the terms and conditions of this Agreement. Buyer Purchaser acknowledges and agrees that: (a) it has had the opportunity to visit the Acquired Business and to visit with Seller Sellers and meet with its respective Representatives to discuss the Acquired Companies Assets and Assumed Liabilities, and their condition, cash flows and prospects, (b) all materials and information requested by Buyer Purchaser have been provided to Buyer Purchaser to BuyerPurchaser’s reasonable satisfaction and Buyer Purchaser is fully familiar with all such materials (including such documents and information found in the electronic data room and the Confidential Information) and information, including all terms and conditionconditions, obligations and liabilities pursuant to, and arising under, all Material Contracts, Contracts and (c) in entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or any of the Seller’s representatives (except the specific representations and warranties of Seller as expressly set forth in Article III and Article IV)Section 5.1, and Buyer acknowledges and agreesneither Sellers nor any Affiliate thereof makes any representation or warranty, express or implied, written or oral, as to the fullest extent permitted by LawAcquired Business, the Acquired Assets or the Assumed Liabilities or any other matter. Purchaser acknowledges that (except the specific representations and warranties of Seller set forth in Article III and Article IV):Acquired Assets are being transferred on an “AS IS, WHERE IS” basis. 38

Opportunity for Independent Investigation; No Other Representations. Prior to its execution of this Agreement, Buyer Purchaser has conducted to its satisfaction an independent investigation, verification, review investigation and analysis verification of the business, operations, current condition and affairs of the Acquired Assets, liabilitiesincluding the condition, results of operations, financial condition the cash flow and affairs, technology and the prospects of the Acquired Companies Assets and the Project, which investigation, review and analysis was conducted by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer’s RepresentativesAssumed Liabilities. In making its decision to execute this Agreement and to purchase the Purchased Equity InterestsAcquired Assets and assume the Assumed Liabilities, Buyer Purchaser has relied and will rely solely upon the results of such independent investigation and verification and the terms and conditions of this Agreement. Buyer Purchaser acknowledges and agrees that: (a) it has had the opportunity to visit with Seller Sellers and meet with its respective Representatives to discuss the Acquired Companies Assets and Assumed Liabilities, and their condition, cash flows and prospects, (b) all materials and information requested by Buyer Purchaser have been provided to Buyer Purchaser to BuyerPurchaser’s reasonable satisfaction and Buyer Purchaser is fully familiar with all such materials (including such documents and information found in the electronic data room and the Confidential Information) and information, including all terms and conditionconditions, obligations and liabilities pursuant to, and arising under, all Material Contracts, Transferred Contracts and (c) in entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or any of the Seller’s representatives (except the specific representations and warranties of Seller as expressly set forth in Article III and Article IV)Section 5.1, and Buyer acknowledges and agreesneither Sellers nor any Affiliate thereof makes any representation or warranty, express or implied, written or oral, as to the fullest extent permitted by LawAcquired Assets or the Assumed Liabilities or any other matter. Purchaser acknowledges that the Acquired Assets are being transferred on an “AS IS, that (except the specific representations and warranties of Seller set forth in Article III and Article IV):WHERE IS” basis.

Opportunity for Independent Investigation; No Other Representations. Prior to its execution of this Agreement, Buyer Xxxxx has conducted to its satisfaction an independent investigation, verification, review investigation and analysis verification of the business, operations, Assets, liabilities, results of operations, financial current condition and affairsaffairs of the Acquired Company and the assets of the Acquired Company, technology including the condition, the cash flow and the prospects of the Acquired Companies and the Project, which investigation, review and analysis was conducted by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer’s RepresentativesCompany. In making its decision to execute this Agreement and to purchase the Purchased Equity Acquired Interests, Buyer Xxxxx has relied and will rely solely upon the results of such independent investigation and verification and the terms and conditions of this Agreement. Buyer acknowledges that: (a) it has had the opportunity to visit with Seller and meet with its respective Representatives to discuss the Acquired Companies Company, its respective assets, and their condition, cash flows and prospects, prospects and (b) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction (including Buyer’s and its Representatives’ questions and answers thereto) and Buyer is fully familiar with all such materials (including all documents and information found in the electronic data room and the Evaluation Materials) and information, including all terms and conditionconditions, obligations and liabilities pursuant to, and arising under, all Material Contracts, Contracts and (c) in Permits. In entering into this Agreement, Buyer (on behalf of itself and its Representatives) acknowledges that it has Buyer and its Representatives have relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller, the Seller Acquired Company or any of the Seller’s representatives their respective Affiliates or Representatives (except the specific representations and warranties of Seller expressly set forth in Article ARTICLE III and Article IVARTICLE IV of this Agreement). Buyer (on behalf of itself and its Representatives) further acknowledges and agrees that none of Seller, the Acquired Company, their respective Affiliates or Representatives or any other Person shall have or be subject to any liability to Buyer or its Representatives or any other Person relating to any information provided or made available to the foregoing Persons in connection with the transactions contemplated by this Agreement, including any information, documents or materials made available, whether orally or in writing, during any site visit or in any data room, any management presentations (formal or informal), functional “break-out” discussions, responses to questions or in any other form in connection with the transactions contemplated by this Agreement. Xxxxx (on behalf of itself and Buyer its Representatives) further acknowledges and agreesthat no Representative of Seller, the Acquired Company or their respective Affiliates has any authority, express or implied, to the fullest extent permitted by Lawmake any representations, that (except the specific representations and warranties of Seller or agreements not specifically set forth in Article III this Agreement and Article IV):subject to the limited remedies herein provided.‌