Common use of Inspection; No Other Representations Clause in Contracts

Inspection; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors experienced in the evaluation and purchase of companies such as the Target Companies as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has received all materials relating to the business of the Target Companies which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer acknowledges that the Target Companies have given Buyer such access to the key employees, documents and facilities of the Target Companies and its Subsidiaries (if any) as Buyer, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Target Companies, their Subsidiaries, the Sellers and their Representatives have answered to Buyer’s satisfaction all inquiries that Buyer or its Representatives have made concerning the business of the Target Companies and their Subsidiaries or otherwise relating to the transactions contemplated hereby. Buyer agrees that, at the Closing, it shall accept the Stock and Units and the Target Companies and their Subsidiaries in the condition they are in based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target Companies, their Subsidiaries or the Sellers, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Without limiting the generality of the foregoing, Buyer acknowledges that none of the Target Companies, their Subsidiaries nor the Sellers make any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, or the future business and operations of the Target Companies or their Subsidiaries, or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies or their Subsidiaries, or their business, assets, Liabilities or operations, in each case, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any claims related to Fraud.

Inspection; No Other Representations. Buyer Each of Parent, RehabCare East, Holdings and Merger Sub is an informed and sophisticated purchaserPerson, and has engaged expert advisors experienced in the evaluation and purchase acquisition of companies such as the Target Companies Company and its Subsidiaries as contemplated hereunder. Buyer Each of Parent, RehabCare East, Holdings and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has Parent, RehabCare East, Holdings and Merger Sub have received all materials relating to the business of the Target Companies which it has Company and its Subsidiaries that they have requested and has have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer Each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that the Target Companies have Company has given Buyer such them complete and open access to the key employees, documents and facilities of the Target Companies Company and its Subsidiaries (if any) as Buyer, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated herebySubsidiaries. The Target Companies, their Subsidiaries, the Sellers Company and their Representatives its representatives have answered to BuyerParent’s, RehabCare East’s, Holdings’ and Merger Sub’s satisfaction all inquiries that Buyer Parent, RehabCare East, Holdings, Merger Sub or its Representatives their representatives have made concerning the business of the Target Companies Company and their its Subsidiaries or otherwise relating to the transactions contemplated hereby. Buyer agrees that, at the Closing, it shall accept the Stock and Units and the Target Companies and their Subsidiaries in the condition they are in based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target Companies, their Subsidiaries or the Sellers, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Without limiting the generality of the foregoing, Buyer each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that none of (a) the Target Companies, their Subsidiaries nor the Sellers Company does not make any representation or warranty with respect to (ai) any projections, forward-looking estimates or budgets delivered to or made available to Buyer Parent, RehabCare East, Holdings or Merger Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, Company and its Subsidiaries or the future business and operations of the Target Companies or their Subsidiaries, Company and its Subsidiaries or (bii) any other information or documents made available to Buyer Parent, RehabCare East, Holdings or its Merger Sub or their counsel, accountants or advisors with respect to the Target Companies Company its Subsidiaries or any of their Subsidiaries, or their businessrespective businesses, assets, Liabilities liabilities or operations, in each case, except as expressly set forth in this Agreement Agreement, and (b) neither Parent, RehabCare East, Holdings nor Merger Sub has relied or will rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any certificate delivered by such Persons hereunder. Notwithstanding anything to other information, representation or warranty except those representations or warranties set forth in Article IV hereof, the contraryBackstop Securities Agreement, nothing shall limit the Registration Rights Agreement, and each Letter of Transmittal, Option Surrender Agreement and Warrant Surrender Agreement and any other document or impair any Person’s remedies or rightsagreement expressly contemplated hereby in negotiating, or be deemed to be a waiver ofdiscussing, any claims related to Fraudexecuting, delivering and performing this Agreement and the transactions contemplated hereby.

Inspection; No Other Representations. Buyer The Exchanging Stockholder acknowledges and confirms that neither the Company nor any of its respective affiliates, officers, directors, employees, agents, advisors, or representatives have rendered any legal, tax or other advice to the Exchanging Stockholder in connection with any matters including, without limitation, the proposed transactions described herein. The Exchanging Stockholder is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies securities such as the Target Companies Depositary Shares and the Series A Shares as contemplated hereunder. Buyer The Exchanging Stockholder has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer The Exchanging Stockholder has received all materials relating to the business Depositary Shares, the Series A Shares and the businesses of the Target Companies Company which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer The Exchanging Stockholder acknowledges that the Target Companies have Company has given Buyer such the Exchanging Stockholder complete and open access to the key employees, documents and facilities of the Target Companies Company. The Company and its Subsidiaries (if any) as Buyerrepresentatives and agents have answered, in its sole discretionto the Exchanging Stockholder's satisfaction, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Target Companies, their Subsidiaries, the Sellers and their Representatives have answered to Buyer’s satisfaction all inquiries that Buyer the Exchanging Stockholder or its Representatives representatives have made concerning the business Depositary Shares, the Series A Shares and the businesses of the Target Companies and their Subsidiaries Company or otherwise relating to the transactions contemplated hereby. Buyer The Exchanging Stockholder agrees that, at to purchase the Closing, it shall accept the Stock and Units and the Target Companies and their Subsidiaries in the condition they are in Depositary Shares based upon Buyer’s its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target Companies, their Subsidiaries or the SellersCompany, except as expressly set forth in Section II of this Agreement or any certificate delivered by such Persons hereunder. Without limiting the generality of the foregoing, Buyer acknowledges that none of the Target Companies, their Subsidiaries nor the Sellers make any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, or the future business and operations of the Target Companies or their Subsidiaries, or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies or their Subsidiaries, or their business, assets, Liabilities or operations, in each case, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any claims related to FraudAgreement.

Inspection; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the Target Companies Fastener Business as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has received all materials relating agrees to the business of the Target Companies which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer acknowledges that the Target Companies have given Buyer such access to the key employees, documents and facilities of the Target Companies and its Subsidiaries (if any) as Buyer, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Target Companies, their Subsidiaries, the Sellers and their Representatives have answered to Buyer’s satisfaction all inquiries that Buyer or its Representatives have made concerning the business of the Target Companies and their Subsidiaries or otherwise relating to the transactions contemplated hereby. Buyer agrees that, at the Closing, it shall accept the Stock and Units and the Target Companies and their Subsidiaries in the condition they are in based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target Companies, their Subsidiaries TransDigm or the Sellersany of its Affiliates, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunderAgreement. Without limiting the generality of the foregoing, Buyer acknowledges that none of the Target Companies, their Subsidiaries neither Sellers nor the Sellers TransDigm make any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows (to the extent provided), or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, Fastener Subsidiaries or the future business and operations of the Target Companies or their Subsidiaries, Fastener Subsidiaries or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies Fastener Subsidiaries or any of their Subsidiaries, or their businessrespective businesses, assets, Liabilities liabilities or operations, in each case, except as expressly set forth in contemplated by this Agreement or any certificate delivered by such Persons hereunderAgreement. Notwithstanding anything In connection with Buyer’s investigation of the Fastener Subsidiaries, Buyer and/or its Affiliates, agents and representatives may have received certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items (to the contraryextent provided), nothing and other data of the Fastener Subsidiaries and certain business plan information of the Fastener Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall limit have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.29, neither Sellers nor any of their representatives, agents or impair Affiliates (including the Company and the Company Subsidiaries) have made any Person’s remedies representation or rights, or be deemed warranty with respect to be a waiver of, any claims related to Fraudsuch projections and other forecasts and plans.

Inspection; No Other Representations. Buyer Each of Parent and MergerCo is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the Target Companies Company as contemplated hereunder. Buyer Each of Parent and MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer Each of Parent and MergerCo has received all materials relating to the business of the Target Companies Company which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer Each of Parent and MergerCo acknowledges that the Target Companies have Company has given Buyer such each of Parent and MergerCo complete and open access to the key employees, documents and facilities of the Target Companies Company. The Company and its Subsidiaries (if any) as Buyer, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Target Companies, their Subsidiaries, the Sellers and their Representatives representatives have answered to Buyereach of Parent’s and MergerCo’s satisfaction all inquiries that Buyer Parent, MergerCo or its Representatives any of their representatives have made concerning the business of the Target Companies and their Subsidiaries Company or otherwise relating to the transactions contemplated hereby. Buyer Each of Parent and MergerCo agrees that, at the Closing, it shall to accept the Stock and Units and the Target Companies and their Subsidiaries Company in the condition they are it is in at the Closing based upon Buyer’s its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target Companies, their Subsidiaries or the SellersCompany, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunderAgreement. Without limiting the generality of the foregoing, Buyer each of Parent and MergerCo acknowledges that none of the Target Companies, their Subsidiaries nor the Sellers make any Company makes no representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer Parent and MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, Company or the future business and operations of the Target Companies or their Subsidiaries, Company or (b) any other information or documents made available to Buyer Parent, MergerCo or its their counsel, accountants or advisors with respect to the Target Companies Company or their Subsidiaries, or their businessany of its businesses, assets, Liabilities liabilities or operations, in each case, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any claims related to FraudAgreement.

Inspection; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the Target Companies Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it Buyer to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has received all materials relating to the business of the Target Companies which Company and the Company Subsidiaries that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer acknowledges that the Target Companies have Seller has given Buyer such reasonable access to the key employees, documents and facilities of the Target Companies Company and its Subsidiaries (if any) as Buyer, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated herebyCompany Subsidiaries. The Target Companies, their SubsidiariesSeller, the Sellers Company and their Representatives representatives have answered to Buyer’s reasonable satisfaction all inquiries that Buyer or its Representatives representatives have made concerning the business of the Target Companies Company and their the Company Subsidiaries or otherwise relating to the transactions contemplated hereby. Buyer agrees that, at the Closing, it shall accept the Stock and Units and the Target Companies and their Subsidiaries in the condition they are in based upon Buyer’s own inspection, examination and determination with respect thereto as to all mattershas not relied upon, and agrees to acquire the Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller or the Target CompaniesCompany, their the Company Subsidiaries or the Sellerstheir respective Representatives, except as expressly set forth in Article IV of this Agreement or any certificate delivered by such Persons hereunderpursuant to this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that none neither Seller nor any of its Representatives (including the Target Companies, their Subsidiaries nor Company and the Sellers make Company Subsidiaries) makes any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, Company and the Company Subsidiaries or the future business and operations of the Target Companies or their Subsidiaries, Company and the Company Subsidiaries or (b) any other information or documents made available to Buyer or its counsel, accountants or other advisors with respect to the Target Companies Company, the Company Subsidiaries or any of their Subsidiaries, or their businessrespective businesses, assets, Liabilities liabilities or operations, in each case, except as expressly set forth in Article IV of this Agreement or any certificate delivered by pursuant to this Agreement. In connection with Buyer’s investigation of the Company and each Company Subsidiary, Seller has delivered, or made available to Buyer and its Affiliates, agents and other Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of the Company and Company Subsidiaries relating to the business of the Company and the Company Subsidiaries and certain business plan information of the Company and the Company Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such Persons hereunderprojections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.24, neither Seller nor any of its representatives, agents or Affiliates (including the Company and the Company Subsidiaries) have made any representation or warranty with respect to such projections and other forecasts and plans. Notwithstanding anything herein to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any herein restricts claims related to for Fraud.

Inspection; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as Company Group and businesses such as the Target Companies Business as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has received all materials relating to the business of the Target Companies Business and Company Group which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers Seller hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer acknowledges that the Target Companies have Seller has given Buyer such complete and open access to the key employees, documents and facilities of the Target Companies Company and its Subsidiaries (if any) as BuyerSubsidiaries. Seller, in its sole discretion, has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Target Companies, their Subsidiaries, the Sellers Company Group and their Representatives representatives have answered to Buyer’s the satisfaction of Buyer all inquiries that Buyer or and its Representatives representatives have made concerning the business of the Target Companies Business and their Subsidiaries Company Group or otherwise relating to the transactions contemplated hereby. Buyer agrees that, at the Closing, it shall to accept the Stock Business and Units and the Target Companies and their Subsidiaries Company Group in the condition they are in at the Closing based upon Buyer’s its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller, Company, the Target CompaniesSubsidiaries, their Subsidiaries respective directors, officers, employees or stockholders or the SellersSeller Representative, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunderAgreement. Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, Company, the Target CompaniesSubsidiaries, their Subsidiaries nor respective stockholders or the Sellers make Seller Representative makes any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies Business or their Subsidiaries, Company Group or the future business and operations of the Target Companies Business or their Subsidiaries, Company Group or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies Company Group or their Subsidiaries, or their businessany of its businesses, assets, Liabilities liabilities or operations, in each case, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any claims related to FraudAgreement.

Inspection; No Other Representations. Buyer The Purchaser is an informed and sophisticated purchaserPerson, and has engaged expert advisors experienced in the evaluation and purchase acquisition of companies such as the Target Companies Company and its Subsidiaries as contemplated hereunder. Buyer Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer has received all materials relating to the business of the Target Companies which it has requested and Purchaser has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Buyer Purchaser acknowledges that the Target Companies have Company has given Buyer such complete and open access to the key employees, documents and facilities of the Target Companies Company and its Subsidiaries (if any) as Buyer, in its sole discretion, that Purchaser has determined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated herebyrequested. The Target Companies, their Subsidiaries, the Sellers Company and their Representatives its representatives have answered to BuyerPurchaser’s satisfaction all inquiries that Buyer Purchaser or its Representatives representatives have made concerning the business of the Target Companies Company and their its Subsidiaries or otherwise relating to the transactions contemplated herebyby this Agreement. Buyer agrees thatWithout limiting the generality of the foregoing, at Purchaser acknowledges that (a) the ClosingCompany does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it shall accept the Stock rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and Units and the Target Companies and their Subsidiaries ARTICLE V hereof or in the condition they are Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon BuyerPurchaser’s own inspection, examination and determination with respect thereto as to of all mattersmatters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Target CompaniesCompany, their Subsidiaries any of its Subsidiaries, the Member Representative or the Sellersany Member, except as for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or any certificate delivered by such Persons hereunder. Without limiting the generality of the foregoingstatement, Buyer acknowledges that none of the Target Companieswhether written or oral, their Subsidiaries nor the Sellers make any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, or the future business and operations of the Target Companies or their Subsidiaries, or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies or their Subsidiaries, or their business, assets, Liabilities or operations, in each case, except as expressly set forth in this Agreement or any certificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, nothing shall limit or impair any Person’s remedies or rights, or be deemed to be a waiver of, any claims related to FraudPurchaser.