Common use of Access to Information; No Reliance Clause in Contracts

Access to Information; No Reliance. (a) Such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub and their respective Affiliates with the management of Parent, (ii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates and (iv) has conducted its own independent investigation of Parent, Parent Merger Sub and their respective Affiliates, their respective businesses and the Transactions. Such Member further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parent, Parent Merger Sub or their respective Affiliates, other than representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), and, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parent, Parent Merger Sub and their respective Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), with the exception of fraud, such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that none of Parent, Parent Merger Sub, their respective Affiliates nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent, Parent Merger Sub or their respective Affiliates nor the future business, operations or affairs of Parent, Parent Merger Sub or their respective Affiliates heretofore or hereafter delivered to or made available to any Acquired Entity, Management Seller, Rollover Holdco Member or Member, or their respective Representatives or Affiliates.

Access to Information; No Reliance. (a) Such Rollover Holdco Member or Direct Rollover Member Each Acquired Entity acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub and their respective Affiliates with the management of Parent, (ii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates and (iviii) has conducted its own independent investigation of Parent, Parent Merger Sub and their respective Affiliates, their respective businesses and the Transactions. Such Member Each Acquired Entity further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parent, Parent Merger Sub or their respective Affiliates, other than representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), andand that, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parent, Parent Merger Sub and their respective Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by the Disclosure Schedule), and with the exception of fraud, such Rollover Holdco Member or Direct Rollover Member each Acquired Entity acknowledges and agrees that none of Parent, Parent Merger Sub, their respective Affiliates nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent, Parent Merger Sub or their respective Affiliates nor the future business, operations or affairs of Parent, Parent Merger Sub or their respective Affiliates heretofore or hereafter delivered to or made available to any Acquired Entity, Management Seller, Rollover Holdco Member or Member, or their respective Representatives or Affiliates.

Access to Information; No Reliance. (a) Such Rollover Holdco Member or Direct Rollover Member Each of Parent and Parent Merger Sub acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub the Acquired Entities and their respective Affiliates Subsidiaries with the management of Parentthe Acquired Entities, (ii) has had reasonable access to (x) the books and records of the Acquired Entities and their respective Subsidiaries and (y) the electronic dataroom maintained by the Acquired Entities for purposes of the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates the Acquired Entities and (iv) has conducted its own independent investigation of Parent, Parent Merger Sub the Acquired Entities and their respective AffiliatesSubsidiaries, their respective businesses and the Transactions. Such Member Each of Parent and Parent Merger Sub further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parentany Person on behalf of any Acquired Entity or any of their respective Subsidiaries, Parent Merger Sub any Member, any Management Seller, any Manager or any of their respective Affiliates, other than representations the Acquired Entity Representations, and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), andthat, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parentthe Acquired Entities, Parent Merger Sub and their respective Affiliates, Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed. (b) Except for the representations Acquired Entity Representations, and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), with the exception of fraud, such Rollover Holdco Member or Direct Rollover Member each of Parent and Parent Merger Sub acknowledges and agrees that none of Parentthe Acquired Entities, Parent Merger Sub, their respective Affiliates the Member Representative nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent, Parent Merger Sub any Acquired Entity or any of their respective Affiliates nor Subsidiaries or the future business, operations or affairs of Parent, Parent Merger Sub any Acquired Entity or any of their respective Affiliates Subsidiaries heretofore or hereafter delivered to or made available to any Acquired EntityParent, Management Seller, Rollover Holdco Member or Member, Parent Merger Sub or their respective Representatives or Affiliates.