Common use of The Buyer’s Investigation and Reliance Clause in Contracts

The Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies, their Subsidiaries and the TS Business and the transactions contemplated by this Agreement and the Ancillary Agreements, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with access to the Representatives, properties, offices, plants and other facilities, books and records of the TS Business and other information that they have requested in connection with their investigation of the TS Business and the transactions contemplated hereby. Neither the Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the TS Business contained herein or made available in connection with the Buyer’s investigation of the TS Business, except as expressly set forth in this Agreement and any certificate delivered pursuant to Section 6.3, and the Seller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Seller or any of its Affiliates or Representatives, except as expressly set forth in this Agreement, in the Ancillary Agreements and any certificate or other instrument delivered by the Seller hereunder. None of the Seller or its Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. None of the Seller, its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies, their Subsidiaries or the TS Business. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies and their Subsidiaries on an “as is” and “where is” basis, except as otherwise expressly set forth in Article III. The Buyer acknowledges and agrees that the representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties. Nothing in this Section 4.10 is intended to modify or limit any of the representations or warranties of the Seller set forth in Article III, in the Ancillary Agreements or in any certificate or other instrument delivered by the Seller hereunder, or the Buyer’s remedies hereunder or thereunder, including any claim for Fraud.

The Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the CompaniesBusiness, their Subsidiaries the Company, the Purchased Assets and the TS Business Assumed Liabilities and the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with access to the Representatives, properties, offices, plants and other facilities, books and records of the TS Business Business, the Company, the Purchased Assets and other information that they have requested the Assumed Liabilities in connection with their investigation of the TS Business Company and the transactions contemplated herebyTransactions. Neither None of the Seller nor Sellers or any of its their respective Affiliates or Representatives has made any representation or warranty, express or implied, as to the Business, the Company, the Purchased Assets, the Assumed Liabilities or the accuracy or completeness of any information concerning the TS Business Business, the Company, the Purchased Assets and the Assumed Liabilities contained herein or made available in connection with the Buyer’s investigation of the TS BusinessCompany, except as expressly set forth in this Agreement Article III, with respect to the representations made only by a Seller as to itself, and any certificate delivered pursuant Article IV, with respect to Section 6.3the representations made by the Sellers with respect to the Business, or in the US Seller Officer Certificate, and the Seller Sellers, the Company and its their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Seller Company, or any of its their respective Affiliates or Representatives, except as expressly set forth in this AgreementArticle III, in with respect to the Ancillary Agreements representations made only by a Seller as to itself, and any certificate or other instrument delivered Article IV, with respect to the representations made only by the Sellers with respect to the Business or US Seller hereunderOfficer Certificate. None of the Seller Sellers or its their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any of its Affiliates or Representatives other Person resulting from the use distribution to the Buyer, or the Buyer’s use, of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” room”, management presentationspresentation, due diligence discussions discussion or in any other form in expectation of of, or in connection with, the transactions contemplated by this AgreementTransactions. None of the SellerSellers, its the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, their Subsidiaries projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the TS Businessreasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies and their Subsidiaries Company on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IIIIV. The Buyer acknowledges and agrees that the representations and warranties in Article III and Article IV are the result of arms’ length arms’-length negotiations between sophisticated parties. Nothing Notwithstanding the foregoing, nothing in this Section 4.10 is intended to modify or Agreement shall limit any of the representations or warranties of the Seller set forth in Article III, in the Ancillary Agreements or in any certificate or other instrument delivered by the Seller hereunder, or the Buyer’s remedies hereunder or thereunder, including any in connection with a claim for Fraud.

The Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the CompaniesCompany, their its Subsidiaries and the TS Qdoba Business and the transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with access to the Representatives, properties, offices, plants and other facilities, books and records of the TS Company, its Subsidiaries, and the Qdoba Business and other information that they have requested in connection with their investigation of the TS Company, its Subsidiaries, and the Qdoba Business and the transactions contemplated hereby. Neither None of the Seller Seller, the Company nor any of its their respective Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the TS Company, its Subsidiaries or the Qdoba Business contained herein or made available in connection with the Buyer’s investigation of the TS Company or the Qdoba Business, except as expressly set forth in this Agreement and any certificate delivered pursuant to Section 6.3Agreement, and the Seller Seller, the Company and its their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Seller Seller, the Company or any of its their Affiliates or Representatives, except as expressly set forth in this AgreementARTICLE III (as modified by the Disclosure Schedules), in the Ancillary Agreements and any certificate or other instrument delivered with respect to representations made only by the Seller hereunder. None of as to itself, and ARTICLE IV (as modified by the Disclosure Schedules), with respect to representations made by the Seller or its Affiliates or Representatives shall have any liability and the Company as to the Buyer or any of Company and its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this AgreementSubsidiaries. None of the Seller, its the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany, their its Subsidiaries or the TS Qdoba Business. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies and their Subsidiaries on an “as is” and “where is” basis, except as otherwise expressly set forth in Article III. The Buyer acknowledges and agrees that the representations and warranties in Article ARTICLE III and ARTICLE IV are the result of arms’ length negotiations between sophisticated parties. Nothing in this parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the purposes of (a) Section 4.10 is intended 7.3, (b) rights to modify or limit any of the representations or warranties of the Seller set forth in Article III, in the Ancillary Agreements or in any certificate or other instrument delivered by the Seller hereunder, or the Buyer’s remedies hereunder or thereunder, including any claim for Fraudindemnification under ARTICLE VIII and (c) Section 9.1 hereof.

The Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the CompaniesCompany, their its Subsidiaries and the TS Business and the transactions contemplated by this Agreement and the Ancillary Agreements, which investigation, review and analysis were conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the TS Business and other information that they have requested in connection with their investigation of the TS Business and the transactions contemplated hereby. Neither the Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the TS Business contained herein or made available in connection with the Buyer’s investigation of the TS Business, except as expressly set forth in this Agreement and (as qualified by the Disclosure Schedules) or any certificate delivered pursuant to Section 6.3Ancillary Agreement, and except with respect to any of the aforesaid express representations and warranties, the Seller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Seller or any of its Affiliates or Representatives, except as expressly set forth in this Agreement, in the Ancillary Agreements and any certificate or other instrument delivered Agreement (as qualified by the Seller hereunder. None of the Seller or its Affiliates or Representatives shall have any liability to the Buyer Disclosure Schedules) or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Ancillary Agreement. None of the Seller, its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany, their its Subsidiaries or the TS Business. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies Company and their its Subsidiaries on an “as is” and “where is” basis, except as otherwise expressly set forth in Article III, the Disclosure Schedules, any Signing Deliverable or any Ancillary Agreement. The Buyer acknowledges and agrees that Except for the representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties. Nothing in this Section 4.10 is intended to modify or limit any of the representations or warranties of the Seller set forth contained in Article III, in the Disclosure Schedules, any Signing Deliverable or any Ancillary Agreements or in any certificate or other instrument delivered by Agreement, the Buyer acknowledges that neither the Seller hereunder, nor any other Person on behalf of the Seller makes any other express or implied representation or warranty with respect to the Business or with respect to any other information provided to the Buyer’s remedies hereunder or thereunder, including any claim for Fraud.