Common use of Independent Investigation; No Reliance Clause in Contracts

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as deemed necessary by the Parent. The consummation of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Company Disclosure Schedule) and set forth in the Transaction Documents, and Parent and Acquisition Sub acknowledges that the Company expressly disclaims any other representations and warranties. Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III (as modified by the Company Disclosure Schedule) or the Transaction Documents, and none of the Equityholders, the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability to Parent, Acquisition Sub or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives or Parent’s or Acquisition Sub’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub or its representative.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub the Purchaser and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as deemed necessary desired by the ParentPurchaser. The purchase of the Investment Shares by the Purchaser and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub the Purchaser are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Company or any of their respective its Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsIV, and Parent and Acquisition Sub the Purchaser acknowledges that the Company expressly disclaims any other representations and warranties. Parent Such purchase and Acquisition Sub further acknowledge that none consummation are instead done entirely on the basis of the EquityholdersPurchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by the Company’s Subsidiaries Company specifically and expressly set forth in Article IV. The Purchaser acknowledges that the Company has not made any representations or warranties to the Purchaser regarding the probable success or profitability of the Company or its business. The Purchaser further acknowledges that neither the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses its business or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III (as modified by IV, and neither the Company Disclosure Schedule) or the Transaction Documents, and none of the Equityholders, the Company, the Company’s Subsidiaries or nor any other Person will have or be subject to any liability to Parent, Acquisition Sub the Purchaser or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Purchaser or its representatives or Parent’s or Acquisition Subthe Purchaser’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses its business or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub the Purchaser or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub the Purchaser or its representativerepresentatives, including management presentations and/or projections, in connection with the purchase and sale of the Investment Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub Purchaser and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries Acquired Companies as deemed necessary desired by the ParentPurchaser. The purchase of the Purchased Securities by Purchaser and the consummation of the transactions contemplated hereby Contemplated Transactions by Parent and Acquisition Sub Purchaser are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSeller, the Company, the Company’s Subsidiaries Acquired Companies or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Schedule) and set forth in the Transaction Documents), and Parent and Acquisition Sub Purchaser acknowledges that Seller and the Company Acquired Companies expressly disclaims disclaim any other representations and warranties. Parent and Acquisition Sub Purchaser further acknowledge acknowledges that none of the EquityholdersSeller, the Company, the Company’s Subsidiaries nor Acquired Companies or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s SubsidiariesAcquired Companies, their respective businesses or the transactions contemplated by this Agreement Contemplated Transactions not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Schedule) or the Transaction Documents), and none of the EquityholdersSeller, the Company, the Company’s Subsidiaries Acquired Companies or any other Person will have or be subject to any liability to Parent, Acquisition Sub Purchaser or any other Person resulting from the distribution to Parent and Acquisition Sub and their Purchaser or its representatives of, or Parent’s or Acquisition SubPurchaser’s use of of, any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries Acquired Companies relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub Purchaser or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub Purchaser or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the Purchased Securities and the Contemplated Transactions (any of the foregoing, an “Extra-Contractual Statement”). PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVE AND ARE NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT, AND PURCHASER AND ITS AFFILIATES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENT HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF SELLER, THE ACQUIRED COMPANIES OR ANY OF THEIR AFFILIATES (IT BEING INTENDED THAT NO SUCH PRIOR EXTRA-CONTRACTUAL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CLOSING OF THE CONTEMPLATED TRANSACTIONS). Nothing in this Section 5.8 shall limit or restrict the rights and remedies of Purchaser and the other Indemnified Parties pursuant to Article X in the event of actual fraud in the making of the representations and warranties contained in Article III and Article IV of this Agreement or any agreement or certificate delivered by Seller pursuant to this Agreement.

Independent Investigation; No Reliance. In connection with Buyer agrees and acknowledges that Buyer and/or its investment decision, Parent Representatives have inspected and Acquisition Sub and/or their respective representatives have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as deemed necessary desired by the ParentBuyer. The acquisition of the Company Units and consummation of the other transactions contemplated hereby by Parent and Acquisition Sub Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries Company or any of their respective Affiliates, employees Affiliates or representativesRepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Company Disclosure ScheduleSchedules) and set forth in any certificate delivered by any Seller or the Transaction DocumentsCompany pursuant to this Agreement, and Parent and Acquisition Sub Buyer acknowledges that the Company Sellers expressly disclaims disclaim any other representations and warranties. Parent Such acquisition and Acquisition Sub consummation are instead done entirely on the basis of Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company and its Subsidiaries, as well as those representations and warranties by the Sellers specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) and in any certificate delivered by any Seller or the Company pursuant to this Agreement, and Buyer acknowledges and agrees that Buyer is sophisticated in both financial matters and with respect to the industry in which the Company and its Subsidiaries each operate. In connection with Buyer’s and its Affiliates’ investigation of the Company and its Subsidiaries, Buyer and its Affiliates have received from or on behalf of the Company and its Subsidiaries certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer and its Affiliates are familiar with such uncertainties, that Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer and its Affiliates shall have no claim against the Sellers, the Company or its Subsidiaries, any of their Affiliates or any of their Representatives of any of the foregoing with respect thereto. Buyer further acknowledge acknowledges that none of the EquityholdersSellers, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Company or its Subsidiaries, their respective businesses business or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III the representations and warranties set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Company Disclosure ScheduleSchedules) or in any certificate delivered by any Seller or the Transaction DocumentsCompany pursuant to this Agreement, and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Company or any other Person will have or be subject to any liability to Parent, Acquisition Sub Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives Buyer or Parent’s its Representatives or Acquisition SubBuyer’s use of any such information, including any confidential information memoranda management presentation distributed on behalf of the Company or relating to its business and that of its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub Buyer or their representativesits Representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub Buyer or its representativeRepresentatives, including management presentations, in connection with the transactions contemplated hereby. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Schedules) or in any certificate delivered by any Seller or the Company pursuant to this Agreement, Buyer is acquiring the Company on an ‘as is, where is’ basis.

Independent Investigation; No Reliance. In connection with its investment decision, Parent the Buyer and Acquisition Sub and/or their respective its representatives have inspected and conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its the Company Subsidiaries as deemed necessary desired by the ParentBuyer. The Buyer acknowledges and agrees that the purchase of the Shares by the Buyer and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub the Buyer are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries Company or any of their respective Affiliates, employees or representativesother Person, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Company Disclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii), and the Buyer acknowledges and agrees that the Sellers and the Company expressly disclaim any other representation and warranties. Such purchase and consummation are instead done entirely on the basis of the Buyer's own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company and the Company Subsidiaries, as well as those representations and warranties by the Sellers and the Company, as applicable, specifically 44 and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Transaction DocumentsDisclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii). The Buyer acknowledges and agrees that neither the Company nor any Seller has made, and Parent and Acquisition Sub acknowledges that the Company expressly disclaims Buyer is not relying on, any other representations and warranties. Parent and Acquisition Sub further acknowledge that none or warranties to the Buyer regarding the probable success or profitability of the Equityholders, the Company, the Company’s Company Subsidiaries or their respective businesses. The Buyer further acknowledges that neither the Company nor any other Person Seller has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, Company Subsidiaries or their respective businesses or the transactions contemplated by this Agreement not Agreement, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (in each case, as modified by the Company Disclosure Schedule) or and the Transaction Documentscertificate delivered pursuant to Section 3.1(b)(iii), and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Company or any other Person will have or be subject to any liability to Parent, Acquisition Sub the Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Buyer or its representatives or Parent’s or Acquisition Sub’s the Buyer's use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses its business or other publications or data room (including any electronic or “"virtual” " data room) information provided or made available to Parent, Acquisition Sub the Buyer or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub the Buyer or its representativerepresentatives, including management presentations, confidential information memorandums, teasers or "break-out" discussions, in response to diligence or other questions submitted by or on behalf of the Buyer (whether orally or in writing), or in any other form in expectation of the transactions contemplated hereby. The Buyer has sufficient knowledge and experience in financial matters so that it is capable of evaluating the merits and risks of its participation in the transactions contemplated hereby and is capable of bearing the economic risks of its investment in the equity interests of the Company. The Buyer acknowledges that, should the Closing occur, the Buyer will acquire the Shares, the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an "as is" condition and on a "where is" basis, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Disclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii). The Buyer acknowledges that, except for the representations and warranties by the Sellers and the Company, as applicable, specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, as modified by the Disclosure Schedule) and the certificate delivered pursuant to Section 3.1(b)(iii), none of the Sellers, the Company or any other Person has made any representation or warranty regarding the pro forma financial information, cost estimates, financial or other projections, forecasts, estimates, budgets, plans or any other forward-looking statements of the Company or the Company Subsidiaries, and none of the Sellers, the Company or any other Person will have any liability with respect thereto. Notwithstanding the foregoing, or anything in this Agreement to the contrary, nothing herein will limit rights or remedies in the case of Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub Purchaser and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Purchased Assets, Assumed Liabilities and its Subsidiaries the Business as deemed necessary desired by the ParentPurchaser. The purchase of the Purchased Assets and the assumption of the Assumed Liabilities by Purchaser and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub Purchaser are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries Owner or any of their respective AffiliatesAffiliates or any of their respective officers, employees directors, employees, agents or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purposepurpose or of conformity to models or samples of materials, except for the representations and warranties specifically and expressly set forth in Article III V and Article VI (in each case, as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and Parent Purchaser acknowledges and Acquisition Sub acknowledges agrees that the Company Sellers and Owner expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub further acknowledge that none consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the Equityholderspresent and potential value and earning power of the Purchased Assets, as well as those representations and warranties by Sellers and Owner, as applicable, specifically and expressly set forth in Article V and Article VI (in each case, as modified by the CompanyDisclosure Schedules). Purchaser acknowledges that no Seller or Owner has made any representations or warranties to Purchaser or any of its Affiliates or their respective employees or representatives regarding the probable success or profitability of the Business and that Purchaser is not relying on any representations or warranties of Sellers or Owner, including those set forth in Article V and Article VI, with respect to the Company’s Subsidiaries nor probable success or profitability of the Business. Purchaser further acknowledges that no Seller, any Affiliate thereof, or any officer, director, employee, agent or representative thereof or any other Person has been authorized to make nor has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyBusiness, the Company’s Subsidiaries, their respective businesses Purchased Assets or the Assumed Liabilities or the transactions contemplated by this Agreement (and Purchaser has not relied on any such representation or warranty) not specifically and expressly set forth in Article III V and Article VI (in each case, as modified by the Company Disclosure Schedule) or the Transaction DocumentsSchedules), and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Owner or any other Person will have or be subject to any liability to Parent, Acquisition Sub Purchaser or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives Purchaser or Parent’s its Affiliates or Acquisition Subany employee or representative thereof or Purchaser’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating memoranda, any materials uploaded to their respective businesses or other publications or any electronic data room (including in connection with the transactions contemplated by this Agreement or any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives, due diligence report by any third party or any other document or information in any form provided or made available to Parent or Acquisition Sub Purchaser or its representativeAffiliates or any employee or representative thereof, including management presentations, in connection with the transactions contemplated hereby. Purchaser specifically disclaims any obligation or duty of Sellers or Owner to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article V and Article VI (in each case, as modified by the Disclosure Schedules). With respect to any projection or forecast delivered by or on behalf of Sellers or Owner to Purchaser or its Affiliates or any employee or representative thereof, Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, (b) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts, (c) it is familiar with each of the foregoing and (d) neither Sellers nor Owner are making any representation or warranty with respect to such projections or forecasts, including the reasonableness of the assumptions underlying such projections or forecasts.

Independent Investigation; No Reliance. In connection with its investment decision, Parent Purchaser expressly acknowledges that it and Acquisition Sub and/or their respective representatives its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as deemed necessary desired by Purchaser. Purchaser hereby expressly acknowledges that the ParentCompany has provided Purchaser with access to the personnel, properties, premises and books and records of the Company and its Subsidiaries for this purpose. The Purchaser hereby expressly acknowledges that its purchase of the Shares and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon any representation or warranty or omission by, or information from, the EquityholdersSeller, the Company, the Company’s Subsidiaries Company or any of their respective Affiliates, employees or representativesRepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Schedule) and set forth in Letter or the Transaction DocumentsSeller Disclosure Letter, as applicable), and Parent and Acquisition Sub Purchaser hereby expressly acknowledges that the Seller and the Company expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub further acknowledge that none consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the Equityholderspresent and potential value and earning power of the Company and its Subsidiaries, as well as those representations and warranties by the Company and the Seller, as applicable specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or the Seller Disclosure Letter, as applicable). Purchaser expressly acknowledges that neither the Company, nor the Seller nor any of their respective Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither the Seller, nor the Company’s Subsidiaries , nor any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s any of its Subsidiaries, their respective businesses or the Table of Contents transactions contemplated by this Agreement not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Schedule) Letter or the Transaction DocumentsSeller Disclosure Letter, as applicable), and none of neither the EquityholdersSeller, nor the Company, the Company’s Subsidiaries or nor any of their respective Affiliates nor any other Person will shall have or be subject to any liability to Parentto, Acquisition Sub Purchaser, its Affiliates, their respective Subsidiaries, stockholders, controlling persons or Representatives or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives Purchaser or Parent’s its Representatives or Acquisition SubPurchaser’s use of any such information, including the Initial Discussion Materials, the Confidential Information Presentation, any other confidential information memoranda or management presentations distributed by, or on behalf of of, the Company or any of its Subsidiaries relating to their respective businesses businesses, any such information contained in the VDR or any other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives), or any other information contained in any publication, document or information in any other form provided or made available available, or any omission thereof or therein, to Parent Purchaser or Acquisition Sub any of its Representatives in connection with the purchase and sale of the Shares and the transactions contemplated hereby. In no event shall the foregoing acknowledgments and disclaimers by Purchaser be deemed to exclude liability for actual fraud committed by the Seller in the making of the representations and warranties set forth in Article III and Article IV (in each case, as modified by the Company Disclosure Letter or its representativeSeller Disclosure Letter, as applicable).

Independent Investigation; No Reliance. In connection with its investment decisionentering into this Agreement, Parent and Acquisition Parent, Merger Sub and/or or their respective representatives Representatives have inspected and conducted such independent review, investigation and analysis (financial and otherwise) of the Company Xxxxxxxx Companies (and its Subsidiaries their respective businesses, assets, conditions, operations and prospects) as deemed necessary desired by the ParentParent and Merger Sub. The consummation of the transactions contemplated hereby by Parent and Acquisition Merger Sub are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Xxxxxxxx Companies or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (or in any certificate or agreement delivered at Closing pursuant to Section 2.2. The consummation of the transactions contemplated hereby by Parent and Merger Sub are instead done entirely on the basis of Parent’s and Merger Sub’s own investigation, analysis, judgment and assessment of the Xxxxxxxx Companies, as modified well as those representations and warranties by the Company Disclosure Schedule) Company, specifically and expressly set forth in Article III or in any certificate or agreement delivered at Closing pursuant to Section 2.2. Without limiting the Transaction Documentsforegoing, and Parent and Acquisition Merger Sub acknowledges acknowledge and agree that neither the Company expressly disclaims any other representations and warranties. Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, (a) as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses Xxxxxxxx Companies or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III or in any certificate or agreement delivered at Closing pursuant to Section 2.2, (as modified b) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available to Parent, Merger Sub or any of its Representatives, including any materials or information made available in the electronic data room for Project Xxxxxxxx maintained by the Company Disclosure Schedule) or the Transaction Documents, and none for purposes of the Equityholderstransactions contemplated by this Agreement, the Companyvia confidential memorandum, in connection with presentations by the Company’s Subsidiaries management or otherwise, are not and shall not be deemed to be or include representations or warranties and (c) neither the Xxxxxxxx Companies nor any other Person will have or be subject to any liability to Parent, Acquisition Parent or Merger Sub or any other Person resulting from the distribution to Parent and Acquisition Sub and their or its representatives or Parent’s or Acquisition Merger Sub’s use of any such informationinformation referred to in clause (a) or (b) above. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room nothing in this Agreement (including any electronic or “virtual” data roomthis Section 4.5) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information shall limit in any form provided way claims or made available to Parent or Acquisition Sub or its representativeremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub and/or their respective Buyer or its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies as desired by Buyer and its Subsidiaries have evaluated such documents and information as Buyer has deemed necessary by the Parent. The consummation of to enable it to make an informed decision with respect to the transactions contemplated hereby by Parent this Agreement. Buyer acknowledges that it or its representatives have been provided adequate access to the personnel, properties, assets, premises, books and Acquisition Sub are records and other documents and data of the Acquired Companies for such purpose. Buyer has been given the opportunity to ask questions of the Acquired Companies in connection with its due diligence investigation, and, to Buyer’s knowledge, such questions have been answered to Buyer’s satisfaction. The Buyer has not done in reliance upon relied and is not relying on any statement, representation or warranty bywarranty, or information from, the Equityholders, the Company, the Company’s Subsidiaries or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including made by the Seller, the Company, or any implied warranty of merchantability their respective Affiliates or of fitness for a particular purposerepresentatives, except for the representations and warranties specifically and as expressly set forth in Article III (ARTICLE III, with respect to representations made only by the Seller as modified to itself, and ARTICLE IV, with respect to representations made only by the Company Disclosure Schedule) as to itself and set forth in the Transaction Documentsits Subsidiaries, and Parent and Acquisition Sub acknowledges that except for any certificates delivered in connection with this Agreement. None of the Seller, the Company expressly disclaims or any other representations and warranties. Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses Affiliates or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III (as modified by the Company Disclosure Schedule) or the Transaction Documents, and none of the Equityholders, the Company, the Company’s Subsidiaries or any other Person will representatives shall have or be subject to any liability to Parent, Acquisition Sub the Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives the Buyer, or Parent’s or Acquisition Subthe Buyer’s use of 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, or in connection with, the transactions contemplated by this Agreement, except any such information, including documents or materials that are the subject to an express representation and warranty contained in ARTICLE III or ARTICLE IV of this Agreement and any confidential information memoranda distributed on behalf certificates delivered in connection with this Agreement. None of the Seller, 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 Company and its Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, 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 reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or on an “virtualas is” data room) information provided or made available to Parentand “where is” basis, Acquisition Sub or their representatives, or any other document or information except as otherwise expressly set forth in ARTICLE IV and in any form provided or made available certificate delivered din connection with this Agreement. The Buyer acknowledges and agrees that the representations and warranties in ARTICLE III and ARTICLE IV are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the rights to Parent or Acquisition Sub or its representativeindemnification under ARTICLE VII.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation and analysis (financial and otherwise) of Buyer acknowledges that the Company and its Subsidiaries as deemed necessary by the Parent. The consummation of the transactions contemplated hereby by Parent and Acquisition Sub are this Agreement by Buyer is not done in reliance upon any representation or warranty by, or information provided from, the Equityholders, the any Acquired Company, the Company’s Subsidiaries any Shareholder, or any of their respective Affiliates, employees employees, or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III 3 (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsArticle 4, and Parent and Acquisition Sub Buyer acknowledges that the Company Shareholders and the Acquired Companies expressly disclaims disclaim any other representations and warranties. Parent The consummation of the transactions contemplated by this Agreement by Buyer is instead done entirely on the basis of Buyer’s own investigation, analysis, judgment, and Acquisition Sub assessment of the present and potential value and earning power of the Acquired Companies, as well as those representations and warranties by the Company and the Shareholders specifically and expressly set forth in Article 3 (as modified by the Disclosure Schedule) and Article 4, respectively. Buyer acknowledges that neither the Acquired Companies nor any Shareholder have made any representations or warranties to Buyer regarding the probable success or profitability of the Acquired Companies or the Business. Buyer further acknowledge acknowledges that none of the EquityholdersAcquired Companies, the CompanyShareholders, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy accuracy, completeness or completeness materiality of any information regarding the Company, the Company’s Subsidiaries, Acquired Companies or their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III 3 (as modified by the Company Disclosure Schedule) or the Transaction DocumentsArticle 4, and none of the EquityholdersAcquired Companies, the CompanyShareholders, the Company’s Subsidiaries or any other Person will have or be subject to any liability to Parent, Acquisition Sub or any other Person Liability resulting from the distribution to Parent and Acquisition Sub and their Buyer or its representatives or Parent’s or Acquisition SubBuyer’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries Acquired Companies relating to their respective businesses the Business or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub Buyer or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub Buyer or its representativerepresentatives, including any management presentations, in connection with the transactions contemplated by this Agreement.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Buyer, Merger Sub and/or their respective representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company WU Companies as desired by Buyer and its Subsidiaries as deemed necessary by the ParentMerger Sub. The consummation of the transactions contemplated hereby by Parent Buyer and Acquisition Merger Sub are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries WU Companies or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (as modified by the Company Disclosure ScheduleSchedules) and set forth in or the Transaction Documentscertificate to be delivered pursuant to Section 3.2(a), and Parent Buyer and Acquisition Merger Sub acknowledges acknowledge that the Company expressly disclaims any other representations and warranties. Parent Such consummation is instead done entirely on the basis of Buyer’s and Acquisition Merger Sub’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the WU Companies, as well as those representations and warranties by the Company and the Seller Representative, as applicable, specifically and expressly set forth in Article IV (as modified by the Schedules) or the certificate to be delivered pursuant to Section 3.2(a). Buyer and Merger Sub acknowledge that neither the Company nor the Seller Representative have made any representations or warranties to Buyer or Merger Sub regarding the probable success or profitability of the WU Companies or their respective businesses. Buyer and Merger Sub further acknowledge that none of the EquityholdersSellers, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s SubsidiariesWU Companies, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III IV (as modified by the Company Disclosure ScheduleSchedules) or the Transaction Documentscertificate to be delivered pursuant to Section 3.2(a), and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries WU Companies or any other Person will have or be subject to any liability to Parent, Acquisition Buyer or Merger Sub or any other Person resulting from the distribution to Parent and Acquisition Buyer or Merger Sub and or their respective representatives or ParentBuyer’s or Acquisition Merger Sub’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries WU Companies relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Buyer or Merger Sub or their respective representatives, or any other document or information in any form provided or made available to Parent Buyer or Acquisition Merger Sub or its representativetheir respective representatives, including management presentations, in connection with the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub the Buyer and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries the Subsidiary as deemed necessary desired by the ParentBuyer. The purchase of the Shares by the Buyer and the consummation of the transactions contemplated hereby by the Parent and Acquisition Sub the Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries Subsidiary or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and the Parent and Acquisition Sub the Buyer acknowledges that the Company and the Sellers expressly disclaims disclaim any other representations and warranties. Such purchase and consummation are done entirely on the basis of the Parent’s and the Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company and the Subsidiary, as well as those representations and warranties by the Company and the Sellers, as applicable, specifically and expressly set forth in Article IV and Article V (as modified by the Schedules). The Parent and Acquisition Sub the Buyer acknowledge that neither the Company nor the Sellers have made any representations or warranties to the Parent or the Buyer regarding the probable success or profitability of the Company, the Subsidiary or their respective businesses. The Parent and the Buyer further acknowledge that none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Subsidiary nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s SubsidiariesSubsidiary, the Korean JV or their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III this Agreement (as modified by the Company Disclosure Schedule) or the Transaction DocumentsSchedules), and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Subsidiary or any other Person will have or be subject to any liability to Parent, Acquisition Sub the Parent or the Buyer or any other Person resulting from the distribution to the Parent and Acquisition Sub and their or the Buyer or its representatives or the Parent’s or Acquisition Subthe Buyer’s use of any such information, including any confidential information memoranda distributed on behalf of the Company Company, the Subsidiary or its Subsidiaries the Korean JV relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub the Parent or their the Buyer or its representatives, or any other document or information in any form provided or made available to the Parent or Acquisition Sub the Buyer or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decisionacquisition of the Purchased Assets and assumption of the Assumed Liabilities, Parent Buyer and/or its Representatives have inspected and Acquisition Sub and/or their respective representatives have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Business, the Purchased Assets and its Subsidiaries the Assumed Liabilities as deemed necessary desired by the ParentBuyer. The purchase of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer and the consummation of the transactions contemplated hereby Transactions by Parent and Acquisition Sub Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the EquityholdersSeller, the Company, the Company’s Subsidiaries Business or any of their respective Affiliates, employees Affiliates or representativesRepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and Parent and Acquisition Sub Buyer acknowledges that the Company Seller expressly disclaims any other representations and warranties. Parent Without limiting the representations and Acquisition Sub further acknowledge that none warranties of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not Seller specifically and expressly set forth in Article III IV (as modified by the Company Disclosure Schedule) Schedules), Buyer acknowledges that Seller has not made any representations or warranties to Buyer regarding the probable success or future profitability of the Business or the Transaction DocumentsPurchased Assets. Without limiting the representations and warranties of Seller specifically and expressly set forth in Article IV (as modified by the Disclosure Schedules), and none Buyer further acknowledges that neither Seller nor any of the Equityholders, the Company, the Company’s Subsidiaries or any other Person its Affiliates will have or be subject to any liability to Parent, Acquisition Sub Buyer or any other Person of its Representatives resulting from the distribution to Parent and Acquisition Sub and their representatives Buyer or Parent’s its Representatives or Acquisition SubBuyer’s use of any such other information, including any confidential information memoranda contained or referenced in management presentation distributed on behalf of the Company or its Subsidiaries Seller relating to their respective businesses the Business or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub Buyer or their representativesits Representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub Buyer or its representativeRepresentatives, including management presentations, in connection with the purchase and sale of the Purchased Assets and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with Buyer has conducted its investment decisionown independent investigation, Parent and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation review and analysis (financial and otherwise) of the Company business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer and its Affiliates and Representatives. Except for the representations and warranties contained in Article 4 and the certificates described in Sections 7.3(a) –(c), Buyer acknowledges and agrees that (a) in entering into this Agreement, it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller or its representatives and (b) none of Seller, any Other Seller, or any Subsidiaries as deemed necessary by the Parent. The consummation or Affiliates of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon Seller nor any other Person makes any other express, implied or statutory representation or warranty by(including in any information, document or information frommaterial made available to Buyer or its counsel or other representatives in Buyer’s due diligence review, including in “data rooms” (electronic or otherwise) or management presentations) with respect to the Business, the EquityholdersPurchased Assets, the Company, the Company’s Subsidiaries Assumed Liabilities or any of their respective Affiliates, employees or representatives, whether oral or written, express or impliedotherwise, including any implied warranty warranties of merchantability or of merchantability, fitness for a particular purpose, except title, enforceability or noninfringement or any projections, estimates and budgets for the representations Business. Buyer acknowledges that there are assumptions inherent in making any such projections, estimates and warranties specifically budgets, Buyer is familiar with such uncertainties and that Buyer is responsible for making its own evaluation of the Business and shall have no claim against Seller with respect thereto. Buyer expressly acknowledges and agrees that it is not relying on any statement or representation made by or on behalf of Seller, any Other Seller, or any Subsidiaries of Affiliates of Seller except as set forth in Article III 4 (as modified qualified by the Company Disclosure Scheduleschedules) and set forth the certificates described in the Transaction DocumentsSections 7.3(a) –(c), and Parent and Acquisition Sub acknowledges that the Company expressly disclaims no person has been authorized by Seller, any other representations and warranties. Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III (as modified by the Company Disclosure Schedule) or the Transaction Documents, and none of the Equityholders, the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability to Parent, Acquisition Sub or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives or Parent’s or Acquisition Sub’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representativesOther Seller, or any Subsidiaries or Affiliates of Seller to make any other document representation or information warranty relating to Seller or the other Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Nothing in this Section 5.9 shall relieve Seller from Liability for any form provided or made available to Parent or Acquisition Sub or its representativeFraud.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub Buyer and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its the Subsidiaries as deemed necessary desired by the ParentBuyer. The purchase of the Shares by Buyer and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub Buyer are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and Parent and Acquisition Sub Buyer acknowledges that the Company and the Sellers expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub consummation are instead done entirely on the basis of Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company and the Subsidiaries, as well as those representations and warranties by the Company and the Sellers, as applicable, specifically and expressly set forth in Article IV and Article V (in each case, as modified by the Schedules). Buyer acknowledges that neither the Company nor the Sellers have made any representations or warranties to Buyer regarding the probable success or profitability of the Company, the Subsidiaries or their respective businesses. Buyer further acknowledge acknowledges that none of the EquityholdersSellers, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Company Disclosure Schedule) or the Transaction DocumentsSchedules), and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability to Parent, Acquisition Sub Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their Buyer or its representatives or Parent’s or Acquisition SubBuyer’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its the Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub Buyer or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub Buyer or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the Shares and the transactions contemplated hereby except as expressly set forth in the Agreement.

Independent Investigation; No Reliance. In connection with entering into this Agreement, the Company or its investment decision, Parent and Acquisition Sub and/or their respective representatives have inspected and conducted such independent review, investigation and analysis of Parent (financial and otherwise) of the Company and its Subsidiaries and its Subsidiaries’ business, assets, condition, operations and prospects) as deemed necessary desired by the ParentCompany. The consummation of the transactions contemplated hereby by Parent and Acquisition Sub are the Company is not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Parent or any of their respective its Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified VI or in any certificate or agreement delivered in connection herewith. The consummation of the transactions contemplated hereby by the Company Disclosure Schedule) is instead done entirely on the basis of the Company’s own investigation, analysis, judgment and assessment of the Company, as well as those representations and warranties by Parent, specifically and expressly set forth in Article VI or in any certificate or agreement delivered in connection herewith. Without limiting the Transaction Documentsforegoing, and Parent and Acquisition Sub acknowledges that the Company expressly disclaims any other representations acknowledges and warranties. agrees that (a) neither Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person on behalf of Parent has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses Parent or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III VI or in any certificate or agreement delivered in connection herewith, (as modified by the Company Disclosure Scheduleb) or the Transaction Documentsany estimates, and none of the Equityholdersprojections, the Companypredictions, the Company’s Subsidiaries data, financial information, memoranda, presentations or any other materials or information made available to the Company or any of its Representatives, including any materials or information made available via confidential memorandum, in connection with presentations by Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties, and (c) neither Parent nor any other Person on behalf of Parent will have or be subject to any liability to Parent, Acquisition Sub the Company or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Company or its representatives or Parent’s or Acquisition Subthe Company’s use of any such informationinformation referred to in clause (b) above. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room nothing in this Agreement (including any electronic or “virtual” data roomthis Section 5.26) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information shall limit in any form provided way claims or made available to Parent or Acquisition Sub or its representativeremedies for Fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub the Buyer and/or their respective its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company and its the Subsidiaries as deemed necessary desired by the ParentBuyer. The Buyer acknowledges and agrees that the purchase of the Shares by the Buyer and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub the Buyer are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSeller, the Company, the Company’s Subsidiaries any Subsidiary or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and Parent Buyer acknowledges and Acquisition Sub acknowledges agrees that the Company and the Seller expressly disclaims any other representations representation and warranties. Parent Such purchase and Acquisition Sub further acknowledge consummation are instead done entirely on the basis of the Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company and the Subsidiaries, as well as those representations and warranties by the Company and the Seller, as applicable, specifically and expressly set forth in Article IV and Article V (in each case, as modified by the Schedules). The Buyer acknowledges and agrees that none of the EquityholdersCompany or the Seller has made, and the Buyer is not relying on, any representations or warranties to the Buyer regarding the probable success or profitability of the Company, the Subsidiaries or their respective businesses. The Buyer further acknowledges that none of the Seller, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III IV and Article V (in each case, as modified by the Company Disclosure Schedule) or the Transaction DocumentsSchedules), and none of the EquityholdersSeller, the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability Liability to Parent, Acquisition Sub the Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Buyer or its representatives or Parent’s or Acquisition Subthe Buyer’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its the Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub the Buyer or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub the Buyer or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the Shares and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation and analysis (financial and otherwise) acknowledges that none of the Company and its Subsidiaries as deemed necessary by the Parent. The consummation of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s its Subsidiaries or any of their respective partners, directors, officers, employees, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons or Affiliates, employees agents or representativesother representatives are making, have made, and none of them shall be deemed to be making or have made, nor has Parent relied on, any representation, warranty, covenant or agreement, whether oral written or writtenoral, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for with respect to the representations and warranties specifically and expressly Company, its Subsidiaries, their respective businesses or the transactions contemplated hereby, other than those explicitly set forth in Article III of this Agreement (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules), and Parent and Acquisition Sub acknowledges that the Company expressly disclaims any other representations and warranties. Parent acknowledges and Acquisition Sub further acknowledge agrees that none of the Equityholdersit (a) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s its Subsidiaries, their respective businesses or and the transactions contemplated by this Agreement not specifically hereby and, in making its determination to proceed with the transactions contemplated hereby, Parent has relied on such inquiry and expressly investigation and the representations and warranties set forth in Article III of this Agreement (as modified by the Company Disclosure ScheduleSchedules) and has not relied on any other representations or warranties of any party (and all such other representations and warranties are specifically disclaimed by the Company and the Subsidiaries), (b) has been furnished with or given adequate access to such information about the Company, its Subsidiaries and their respective businesses as Parent has requested, (c) to the extent it has deemed appropriate, has addressed in this Agreement any matters arising out of its investigation and the information provided to it and (d) will not assert any claim against the Company or any of its partners, directors, officers, employees, attorneys, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons or Affiliates, or Affiliates of Affiliates, that is based on, or hold any such Persons liable for, any inaccuracies, misstatements or omissions with respect to information furnished by the Company or any such Persons concerning the Company, its Subsidiaries, their respective businesses, this Agreement or the Transaction Documentstransactions contemplated hereby (subject to the last sentence of this Section 4.8). Without limiting the generality of the foregoing, and none of the EquityholdersCompany nor any of its Affiliates or representatives are making any representation or warranty with respect to (i) except as explicitly set forth in Article III hereof (as modified by the Company Disclosure Schedules), any information, documents or materials made available to Parent in the “data room” created for purposes of the sale of the Company, any management presentations, offering memoranda, confidential information memoranda or in any other form in anticipation of the transactions contemplated hereby or (ii) any financial projections, estimates or forecasts relating to the Company or its Subsidiaries. With respect to any such projections, estimates or forecasts made available by or on behalf of the Company’s Subsidiaries , Parent acknowledges that (w) there are uncertainties inherent in attempting to make projections, estimates or forecasts, and such projections, estimates or forecasts may not be accurate, (x) it is familiar with such uncertainties, (y) it is taking full responsibility for making its evaluation of the adequacy and accuracy of all such projections, estimates and forecasts so furnished to it (including the reasonableness of the assumptions underlying such projections, estimates or forecasts) and (z) it shall make no claim against the Company (or any of its partners, directors, officers, employees, advisors, managers, agents, shareholders, members, consultants, investment bankers, brokers, representatives, controlling persons, Affiliates or Affiliates of Affiliates) or any other Person will have with respect thereto. Notwithstanding the foregoing, nothing in this Section 4.8 shall prohibit, restrict or be subject to otherwise limit any liability to Parent, Acquisition Action by Parent or Merger Sub or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives or Parent’s or Acquisition Sub’s use hereunder in respect of any such information, including any confidential information memoranda distributed Fraud by or on behalf of the Company or any of its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub or its representativeSubsidiaries.

Independent Investigation; No Reliance. In connection with its investment decision, Parent such Purchaser and/or its representatives has inspected and Acquisition Sub and/or their respective representatives have conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Oxbow Mine as desired by such Purchaser. Such Purchaser has had an opportunity to ask questions and receive answers to its Subsidiaries satisfaction from Sellers and their representatives regarding the Oxbow Mine, and such Purchaser is capable of evaluating the risks and merits of its decision to purchase the OLC Interests or the Purchased Assets, as deemed necessary by the Parentapplicable, and of protecting its own interests in connection therewith. The purchase of the OLC Interests or the Purchased Assets, as applicable, by such Purchaser and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub such Purchaser are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Sellers or any of their respective Affiliates, employees or representativesrepresentatives of any sort, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV (as modified by the Company Disclosure Schedule) and set forth in the Transaction DocumentsSchedules hereto), and Parent and Acquisition Sub such Purchaser acknowledges that the Company Sellers expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub further acknowledge that none consummation are instead done entirely on the basis of such Purchaser’s own investigations, analyses, judgments and assessments of the Equityholders, present and potential value and earning power of the Company, Oxbow Mine as well as those representations and warranties by Sellers specifically and expressly set forth in ARTICLE IV (as modified by the Company’s Subsidiaries Schedules hereto). Such Purchaser acknowledges that Sellers have not made any representations or warranties to such Purchaser regarding the probable success or profitability of the Oxbow Mine. Such Purchaser further acknowledges that neither Sellers nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanySellers, the Company’s SubsidiariesOLC Interests, their respective businesses or the Purchased Assets, the Oxbow Mine, the transactions contemplated by this Agreement and the coal reserves at the Real Property not specifically and expressly set forth in Article III ARTICLE IV (as modified by the Company Disclosure Schedule) Schedules hereto), including in respect of the Reserve Data or the Transaction Documentsquality or quantity of the coal reserves at the Real Property, and none of the Equityholders, the Company, the Company’s Subsidiaries Sellers or any other Person will have or be subject to any liability Liability to Parent, Acquisition Sub such Purchaser or any other Person resulting from the distribution to Parent and Acquisition Sub and their such Purchaser or its representatives or Parent’s or Acquisition SubPurchaser’s use of any such information, including any confidential information memoranda distributed on behalf of the Company Sellers or its Subsidiaries relating to their respective businesses the OLC Interests, the Purchased Assets or the Oxbow Mine or other publications or data room (including any electronic or “virtual” data room) information provided to such Purchaser or made available to Parent, Acquisition Sub or their its representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub such Purchaser or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the OLC Interests or the Purchased Assets, as applicable, and the transactions contemplated hereby.

Independent Investigation; No Reliance. In connection with its investment decisionthe decision to invest in the SUSA Shares and acquire the Purchased Assets, Parent and Acquisition Sub and/or the Buyer Parties (or their respective representatives Representatives) have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies and its Subsidiaries the Business as deemed necessary desired by the ParentBuyer Parties. The purchase of the SUSA Shares by Buyer, the acquisition of the Purchased Assets and the consummation of the transactions Transactions contemplated hereby by Parent and Acquisition Sub the Buyer Parties are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSeller Parties, the Company, the Company’s Subsidiaries Acquired Companies or any of their respective Affiliates, employees or representativesRepresentatives, whether oral or written, express or implied, implied (including any implied warranty of merchantability or of fitness for a particular purpose), except (a) for the representations and warranties specifically and expressly set forth in Article III IV hereof (as modified by the Company Disclosure ScheduleSchedules), (b) any representations and set forth warranties made by the Stockholder or its Affiliates in any Transaction Document or any certificate delivered hereunder and (c) any information provided by the Transaction DocumentsSeller Parties, the Acquired Companies or any of their respective Affiliates, employees or Representatives that would otherwise constitute fraud, and Parent and Acquisition Sub acknowledges the Buyer Parties acknowledge that the Company Stockholder expressly disclaims any other representations and warranties. Parent Such purchase and Acquisition Sub consummation are instead done entirely on the basis of the Buyer Parties’ own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Business and the Acquired Companies, as well as (a) those representations and warranties by the Stockholder specifically and expressly set forth in Article IV hereof (as modified by the Disclosure Schedules), (b) any representations and warranties made by the Stockholder or its Affiliates in any Transaction Document or any certificate delivered hereunder or (c) any information provided by the Seller Parties, the Acquired Companies or any of their respective Affiliates, employees or Representatives that would otherwise constitute fraud. The Buyer Parties acknowledge that neither the Seller Parties nor any Acquired Company have made any representations or warranties to the Buyer Parties regarding the probable success or profitability of the Acquired Companies or the Business. The Buyer Parties further acknowledge that none of the EquityholdersSeller Parties, the Company, the Company’s Subsidiaries Acquired Companies nor any other Person has made any representation or warranty, warranty (express or implied, ) as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, the Company’s Subsidiaries, their respective businesses Business or the transactions Transaction contemplated by this Agreement not specifically 39 and expressly set forth in Article III IV hereof (as modified by the Company Disclosure Schedule) or the Transaction DocumentsSchedules), and none of the EquityholdersSeller Parties, the Company, the Company’s Subsidiaries or Acquired Companies nor any other Person will have or be subject to any liability or responsibility whatsoever to Parent, Acquisition Sub any Buyer Party or any other Person resulting from the distribution to Parent and Acquisition Sub and the Buyer Parties or their representatives Representatives (or Parent’s the omission to so distribute, provide, make available or Acquisition Sub’s state) or use by the Buyer Parties or any such Person of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub the Buyer Parties or their representativesRepresentatives, or any other document or information in any form provided or made available to Parent the Buyer Parties or Acquisition Sub their Representatives (including management presentations) in connection with the purchase and sale of the SUSA Shares and the Purchased Assets and the Transaction contemplated hereby, except any information provided by the Seller Parties, the Acquired Companies or its representativeany of their respective Affiliates, employees or Representatives constituting fraud.

Independent Investigation; No Reliance. In connection with its investment decision, Parent the Purchaser expressly acknowledges that it and Acquisition Sub and/or their respective representatives its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company Subsidiaries and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company and its Subsidiaries as deemed necessary desired by the ParentPurchaser. The Purchaser hereby expressly acknowledges that the Seller has provided the Purchaser with limited access to the personnel, properties, premises and books and records of the Company Subsidiaries for this purpose. The Purchaser hereby expressly acknowledges that its purchase of the Equity Interests and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub are not done in reliance upon any representation or warranty or omission by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Seller or any of their its respective Affiliates, employees or representativesRepresentatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Seller Disclosure Schedule) and set forth in the Transaction DocumentsLetter, as applicable), and Parent and Acquisition Sub the Purchaser hereby expressly acknowledges that the Company Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of the Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company Subsidiaries, as well as those representations and warranties by Dragon Parent and Acquisition Sub further acknowledge the Seller, as specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Seller Disclosure Letter, as applicable). The Purchaser expressly acknowledges that none neither the Seller nor any of their respective Affiliates has made any representation or warranty to the Purchaser regarding the probable success or profitability of the Equityholders, Company Subsidiaries or their business. The Purchaser further expressly acknowledges that neither the Company, the Company’s Subsidiaries Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Company Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III and Article IV (in each case, as modified by the Company Seller Disclosure Schedule) or the Transaction DocumentsLetter, as applicable), and none neither the Seller nor any of the Equityholders, the Company, the Company’s Subsidiaries or its respective Affiliates nor any other Person will shall have or be subject to any liability to Parentto, Acquisition Sub the Purchaser, its Affiliates, their respective Subsidiaries, stockholders, controlling persons or Representatives or any other Person resulting from the distribution to Parent and Acquisition Sub and the Purchaser or their representatives respective Representatives or Parent’s or Acquisition Subthe Purchaser’s use of any such information, including the Confidential Information Memorandum, any other confidential information memoranda or management presentations distributed by, or on behalf of, any of the Company or its Subsidiaries relating to their respective businesses businesses, any such information contained in the VDR or any other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives), or any other information contained in any publication, document or information in any other form provided or made available to available, or any omission thereof or therein, the Purchaser or any of their respective Representatives in connection with the purchase and sale of the Equity Interests and the transactions contemplated hereby. Dragon Parent or Acquisition Sub or its representativeand the Seller (together with the Company Subsidiaries and other of their Affiliates) have acted in good faith for the purpose of providing all relevant information and books and records.

Independent Investigation; No Reliance. In connection with its investment decision, Parent the Buyer and Acquisition the Blocker Merger Sub and/or and their respective representatives Representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Blocker, the Company and its the Company Subsidiaries as deemed necessary desired by the ParentBuyer and the Blocker Merger Sub. The Each of the Buyer and the Blocker Merger Sub acknowledges and agrees that the acquisition of the Acquired Company Units and Blocker Interests by the Buyer and the consummation of the transactions contemplated hereby by Parent the Buyer and Acquisition the Blocker Merger Sub are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSellers, the Company, the Company’s Subsidiaries Blocker or any of their respective Affiliates, employees or representativesother Person, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III III, Article IV and Article V (in each case, as modified by the Company Disclosure ScheduleLetter) and set forth in the Transaction DocumentsAncillary Agreements, and Parent each of the Buyer and Acquisition the Blocker Merger Sub acknowledges and agrees that the Sellers, the Company and the Blocker expressly disclaims disclaim any other representations representation and warranties. Parent Each of the Buyer and Acquisition the Blocker Merger Sub further acknowledge acknowledges and agrees that none of the EquityholdersSellers, the Company or the Blocker has made, and neither the Buyer nor the Blocker Merger Sub is relying on, any representations or warranties to the Sponsor, the Buyer, the Blocker Merger Sub or any of their respective Representatives or Affiliates regarding the pro forma financial information, cost estimates, financial or other projections, forecasts, estimates, budgets, plans or any other forward-looking statements of, or the probable future success or profitability of the Blocker, the Company, the Company’s Company Subsidiaries nor any other Person or their respective businesses after the Closing. Each of the Buyer and the Blocker Merger Sub further acknowledges that none of the Sellers, the Company or the Blocker has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, Company Subsidiaries or their respective businesses or the transactions contemplated by this Agreement not Agreement, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III III, Article IV, and Article V (in each case, as modified by the Company Disclosure ScheduleLetter) or and the Transaction DocumentsAncillary Agreements, and none of the EquityholdersSellers, the Company, the Company’s Subsidiaries Blocker or any other Person will have or be subject to any liability to Parent, Acquisition Sub the Buyer or any other Person resulting from the distribution to Parent and Acquisition the Sponsor, the Buyer or the Blocker Merger Sub and or their representatives respective Representatives or Parentthe Sponsor’s, the Buyer’s or Acquisition the Blocker Merger Sub’s use of any such other information, including any confidential information memoranda distributed on behalf of the Blocker or the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parentthe Sponsor, Acquisition the Buyer or the Blocker Merger Sub or and their representativesrespective Representatives, or any other document or information in any form provided or made available to Parent or Acquisition the Sponsor, the Buyer and the Blocker Merger Sub or its representativetheir respective Representatives, including management presentations, confidential information memorandums, teasers or “break-out” discussions, in response to diligence or other questions submitted by or on behalf of the Buyer and the Blocker Merger Sub (whether orally or in writing), or in any other form in expectation of the transactions contemplated hereby. Each of the Buyer and the Blocker Merger Sub acknowledges that, should the Closing occur, the Buyer will acquire the Acquired Company Units, the Blocker, the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III, Article IV and Article V (in each case, as modified by the Disclosure Letter) and the Ancillary Agreements.

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub Buyers and/or their respective representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Acquired Companies and its the Subsidiaries as deemed necessary desired by the ParentBuyers. The purchase of the Acquired Interests by Buyers and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub Buyers are not done in reliance upon any representation or warranty or omission by, or information from, the EquityholdersSellers, the CompanyAcquired Companies, the Company’s Subsidiaries or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (as modified by in each case, subject to the Company Disclosure Schedule) and disclosures set forth in on the Transaction DocumentsSchedules), and Parent and Acquisition Sub each Buyer acknowledges that the Company Acquired Companies and Sellers expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub consummation are instead done entirely on the basis of Buyers’ own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Acquired Companies and the Subsidiaries, as well as those representations and warranties made by Sellers, specifically and expressly set forth in ARTICLE IV and ARTICLE V (in each case, subject to the disclosures set forth on the Schedules). Each Buyer acknowledges that neither the Acquired Companies nor Sellers have made any representations or warranties to Buyers regarding the probable success or profitability of the Acquired Companies, the Subsidiaries or their respective businesses. Each Buyer further acknowledge acknowledges that none of the EquityholdersSellers, the CompanyAcquired Companies, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the CompanyAcquired Companies, the Company’s Subsidiaries, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III ARTICLE IV and ARTICLE V (as modified by the Company Disclosure Schedule) or the Transaction Documentsin each case, and none of the Equityholders, the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability to Parent, Acquisition Sub or any other Person resulting from the distribution to Parent and Acquisition Sub and their representatives or Parent’s or Acquisition Sub’s use of any such information, including any confidential information memoranda distributed disclosures set forth on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information in any form provided or made available to Parent or Acquisition Sub or its representativeSchedules).

Independent Investigation; No Reliance. In connection with its investment decision, Parent and Acquisition Sub and/or their respective representatives have conducted such independent review, investigation and analysis (financial and otherwise) The purchase of the Company and its Subsidiaries as deemed necessary Interests by the Parent. The Buyer and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub the Buyer are not done in reliance upon any representation or warranty by, or information from, the EquityholdersSeller, the Company, the Company’s Subsidiaries Company or any of their respective Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III IV (in each case, as modified by the Company Disclosure Schedule) documents and set forth in the Transaction Documentsinformation provided to Buyer), and Parent and Acquisition Sub the Buyer acknowledges that the Company and the Seller expressly disclaims disclaim any other representations and warranties. Parent Such purchase and Acquisition Sub consummation are instead done entirely on the basis of the Buyer’s own judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by the Seller, specifically and expressly set forth in Article IV (in each case, as modified by the documents and information provided to Buyer). The Buyer acknowledges that neither the Company nor the Seller has made any representations or warranties to the Buyer regarding the probable success or profitability of the Company. The Buyer further acknowledge acknowledges that none of the EquityholdersSeller, the Company, the Company’s Subsidiaries nor Company or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses its business or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III IV (in each case, as modified by the Company Disclosure Schedule) or the Transaction Documentsdocuments and information provided to Buyer), and none of the EquityholdersSeller, the Company, the Company’s Subsidiaries Company or any other Person will have or be subject to any liability to Parent, Acquisition Sub the Buyer or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Buyer or its representatives or Parent’s or Acquisition Subthe Buyer’s use of any such information, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to Parent, Acquisition Sub the Buyer or their representatives, its representatives or any other document or information in any form provided or made available to Parent or Acquisition Sub the Buyer or its representativerepresentatives, including management presentations, in connection with the purchase and sale of the Interests and the transactions contemplated hereby. The Buyer is not aware of any facts, events or circumstances that would cause any of the representations or warranties of the Seller set forth in this Agreement to be untrue or incorrect in any respect.

Independent Investigation; No Reliance. In connection with entering into this Agreement, the Company or its investment decision, Parent and Acquisition Sub and/or their respective representatives have inspected and conducted such independent review, investigation and analysis of Parent (financial and otherwise) of the Company and its Subsidiaries and its Subsidiaries’ business, assets, condition, operations and prospects) as deemed necessary desired by the ParentCompany. The consummation of the transactions contemplated hereby by Parent and Acquisition Sub the Company are not done in reliance upon any representation or warranty by, or information from, the Equityholders, the Company, the Company’s Subsidiaries Parent or any of their respective its Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2. The consummation of the transactions contemplated hereby by the Company Disclosure Schedule) are instead done entirely on the basis of the Company’s own investigation, analysis, judgment and assessment of Parent, as well as those representations and warranties by Parent, specifically and expressly set forth in Article IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2. Without limiting the Transaction Documentsforegoing, and Parent and Acquisition Sub acknowledges that the Company expressly disclaims any other representations acknowledges and warranties. agrees that neither Parent and Acquisition Sub further acknowledge that none of the Equityholders, the Company, the Company’s Subsidiaries nor any other Person has made any representation or warranty, express or implied, (a) as to the accuracy or completeness of any information regarding the Company, the Company’s Subsidiaries, their respective businesses Parent or the transactions contemplated by this Agreement not specifically and expressly set forth in Article III IV or in any certificate or agreement delivered at Closing pursuant to Section 2.2, (as modified by b) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information made available to the Company Disclosure Schedule) or any of its Representatives, including any materials or information made available in the Transaction Documentselectronic data room for Project Xxxxxxxx maintained by Parent for purposes of the transactions contemplated by this Agreement, via confidential memorandum, in connection with presentations by Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties, and none of the Equityholders, the Company, the Company’s Subsidiaries or (c) neither Parent nor any other Person will have or be subject to any liability to Parent, Acquisition Sub the Company or any other Person resulting from the distribution to Parent and Acquisition Sub and their the Company or its representatives or Parent’s or Acquisition Subthe Company’s use of any such informationinformation referred to in clause (a) or (b) above. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, including any confidential information memoranda distributed on behalf of the Company or its Subsidiaries relating to their respective businesses or other publications or data room nothing in this Agreement (including any electronic or “virtual” data roomthis Section 3.24) information provided or made available to Parent, Acquisition Sub or their representatives, or any other document or information shall limit in any form provided way claims or made available to Parent or Acquisition Sub or its representativeremedies for Fraud.