Common use of Investigation; No Other Representations; Non-Reliance Clause in Contracts

Investigation; No Other Representations; Non-Reliance. In entering into this Agreement, Parent (for itself and on behalf of the other Parent Persons) hereby acknowledges and agrees that the Parent Persons have relied solely upon the specific representations and warranties expressly made by the Company in Article III and PCP in Article IV, in each case, as qualified by the Schedules (“Express Representations”). Parent (for itself and on behalf of the other Parent Persons) hereby: (a) specifically acknowledges and agrees that, except for the Express Representations, none of PCP, the Company, any Company Subsidiary, any Equityholder or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of PCP, the Company, the Company Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, management presentations, projections, documents, material or other information (financial or otherwise) regarding PCP and the Company Group furnished or made available to any Parent Person in any data room, management presentation or in any other manner or form in expectation of, or in connection with, the transactions contemplated hereby; (b) specifically and irrevocably disclaims that any Parent Person is relying upon or has relied upon any such other representations or warranties that may have been made by any Nonparty or any other Person and acknowledges and agrees that PCP, the Company (for itself and on behalf of the Company Subsidiaries), the Equityholders and their respective Affiliates and Agents hereby specifically disclaim any such other representation or warranty made by any Nonparty or any other Person; (c) specifically and irrevocably disclaims any obligation or duty by PCP, the Company, the Company Subsidiaries, the Equityholders and their respective Affiliates or any other Person to make any disclosures not required to be disclosed by the Express Representations; and (d) specifically acknowledges and agrees that each of Parent, PCP Merger Sub, and Merger Sub is entering into this Agreement and acquiring PCP and the Company Group subject only to the Express Representations, all of which representations shall expire and terminate at the Closing as set forth in Article VII. Without limiting the generality of any of the foregoing, Parent (for itself and on behalf of the other Parent Persons) hereby acknowledges and agrees that: (i) none of PCP, the Company, the Company Subsidiaries, the Equityholders or any of their respective Affiliates or Agents makes any representation or warranty regarding any third-party beneficiary rights or other rights which any Parent Person might claim under any studies, reports, tests or analyses prepared by any third parties for PCP, the Company, the Company Subsidiaries or any of their Affiliates, even if the same were made available for review by the Parent Persons; and (ii) none of the documents, information or other materials provided to any Parent Person at any time or in any format by or on behalf of PCP, the Company Group, or by any Equityholder or any of their respective Affiliates or Agents constitutes legal advice and Parent (for itself and on behalf of the other Parent Persons) hereby waives all rights to assert that it received any legal advice therefrom or that it had any sort of attorney-client relationship with any of such Persons.

Investigation; No Other Representations; Non-Reliance. Parent and the other Parent Persons have substantial familiarity with the business of the Company Group and understand the risks inherent therewith. Furthermore, Parent and the other Parent Persons have conducted an independent investigation, verification, review and analysis of the business, operations, properties, technology, assets, liabilities, results of operations, financial condition, and prospects of the Company Group and Parent Persons have had access to the personnel, properties, premises and records of the Company Group for such purpose. In entering into this Agreement, Parent (for itself and on behalf of the other Parent Persons) hereby acknowledges and agrees that the Parent Persons have relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company Group or any Stockholder or any of their respective Agents or any other Person, except for the specific representations and warranties expressly made by the Company in Article III and PCP in Article IVIII, in each case, as qualified by the Schedules (“"Express Representations”"). Parent (for itself and on behalf of the other Parent Persons) hereby: Persons and each of the successors and assigns of the foregoing): (a) specifically acknowledges and agrees that, except for the Express Representations, none of PCP, the Company, any either Company Subsidiary, any Equityholder Stockholder or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of PCP, the Company, the Company Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, management presentations, projections, documents, material or other information (financial or otherwise) regarding PCP the Company and the Company Group Subsidiaries furnished or made available to any Parent Person in any data room, management presentation or in any other manner or form in expectation of, or in connection with, the transactions contemplated hereby; (b) except for the Express Representations, specifically and irrevocably disclaims that any Parent Person is relying upon or has relied upon any such other representations or warranties that may have been made by any Nonparty or any other Person and acknowledges and agrees that PCPthe Company, the Company (for itself and on behalf of the Company Subsidiaries), the Equityholders Stockholders and their respective Affiliates and Agents hereby specifically disclaim any such other representation or warranty made by any Nonparty or any other Person; (c) specifically and irrevocably disclaims any obligation or duty by PCP, the Company, the Company Subsidiaries, the Equityholders Stockholders and their respective Affiliates or any other Person to make any disclosures of fact not required to be disclosed by the Express Representations; and (d) specifically acknowledges and agrees that each of Parent, PCP Merger Sub, and Merger Sub Parent is entering into this Agreement and acquiring PCP the Company and the Company Group Subsidiaries subject only to the Express Representations, all of which representations shall expire and terminate at the Closing as set forth in Article VIIVI. Without limiting the generality of any of the foregoing, Parent (for itself and on behalf of the other Parent PersonsPersons and each of the successors and assigns of the foregoing) hereby acknowledges and agrees that: (i) except for the Express Representations, none of PCP, the Company, the Company Subsidiaries, the Equityholders Stockholders or any of their respective Affiliates or Agents makes any representation or warranty regarding any third-third party beneficiary rights or other rights which Parent or any other Parent Person might claim under any studies, reports, tests or analyses prepared by any third parties for PCP, the Company, the Company Subsidiaries or any of their Affiliates, even if the same were made available for review by the Parent Persons; and (ii) none of the documents, information or other materials provided to any Parent Person at any time or in any format by or on behalf of PCPthe Company, the Company GroupSubsidiaries, or by any Equityholder the Stockholders or any of their respective Affiliates or Agents constitutes legal advice and Parent (for itself and on behalf of the other Parent PersonsPersons and each of the successors and assigns of the foregoing) hereby waives all rights to assert that it received any legal advice therefrom or that it had any sort of attorney-client relationship with any of such Persons.

Investigation; No Other Representations; Non-Reliance. Buyer and Merger Sub acknowledge and agree that the Buyer Parties have independently conducted a due diligence review and analysis of the business, operations, properties, technology, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company Entities and, in connection therewith, had access to the personnel, properties, premises and records of the Company Entities for such purpose. In entering into this Agreement, Parent (for itself Buyer and on behalf of the other Parent Persons) hereby acknowledges Merger Sub acknowledge and agrees agree that the Parent Persons Buyer Parties have relied solely upon on the aforementioned due diligence review and analysis and not on any factual representations or other statements, promises, projections or opinions of the Company Entities or any Company Shareholders or any of their Representatives or any other Person, except for the specific representations and warranties expressly made by the Company in Article III and PCP in Article IV‎Article 3, in each case, as qualified by the Disclosure Schedules (“Express Representations”). Parent (for itself Buyer and on behalf of the other Parent Persons) herebyMerger Sub each acknowledge and agree that, without limiting any representations and warranties in any Related Agreement: (ai) specifically acknowledges and agrees that, except for the Express Representations, none of PCP, the Company, any no Company Subsidiary, any Equityholder Entity or any other Person is making and has not made any representation or and warranty, expressed express or implied, at law or in equity, in respect of PCP, the Company, the any Company Subsidiaries Entity or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, management presentations, projections, documents, material or other information (financial or otherwise) regarding PCP and the Company Group Entities furnished or made available to any Parent Person Buyer Party in any data room, management presentation or in any other manner or form in expectation of, or in connection with, the transactions contemplated hereby; (bii) specifically and irrevocably disclaims that any Parent Person except for the Express Representations, (x) no Buyer Party is relying upon or on, and no Buyer Party has relied upon on, any such other representations or and warranties that may have been made by any Nonparty the Company or any other Person and acknowledges and agrees that PCP, (y) the Company (for itself and on behalf of the each Company Subsidiaries), the Equityholders and their respective Affiliates and Agents hereby specifically Shareholder disclaim any such other representation or and warranty made by any Nonparty other Person; and (iii) no Company Entity or any other Person; (c) specifically and irrevocably disclaims Person has any obligation or duty by PCP, the Company, the Company Subsidiaries, the Equityholders and their respective Affiliates or any other Person to make any disclosures not other than those required to be disclosed by on the Disclosure Schedules in order to make the Express Representations; Representations true and (d) specifically acknowledges and agrees that each of Parent, PCP Merger Sub, and Merger Sub is entering into this Agreement and acquiring PCP and the Company Group subject only to the Express Representations, all of which representations shall expire and terminate at the Closing as set forth in Article VIIcorrect. Without limiting the generality of any of the foregoing, Parent (for itself Buyer and on behalf of the other Parent Persons) hereby acknowledges Merger Sub each acknowledge and agrees agree that: (iA) none of PCPwithout limiting any representations and warranties in any Related Agreement, the Company, the no Company Subsidiaries, the Equityholders Entity or any of their respective Affiliates or Agents other Person makes any representation or warranty regarding any third-third party beneficiary rights or other rights which any Parent Person Buyer Party might claim under any studies, reports, tests or analyses prepared by any third parties for PCP, the Company, the Company Subsidiaries Entities or any of their Affiliates, even if the same were made available for review by the Parent Persons; Buyer Parties, and (iiB) none of the documents, information or other materials provided to any Parent Person at any time or in any format Buyer Party by or on behalf of PCP, the Company Group, Entities or by any Equityholder or any of their respective Affiliates or Agents Representatives constitutes legal advice and Parent (for itself Buyer and on behalf of the other Parent Persons) hereby waives Merger Sub waive all rights to assert that it received any legal advice therefrom or that it had any sort of attorney-client relationship with any of such Persons.

Investigation; No Other Representations; Non-Reliance. The Purchaser acknowledges and agrees that the Purchaser and its Affiliates have independently conducted a due diligence review and analysis of the business, operations, properties, technology, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and its Subsidiaries and, in connection therewith, had access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, Parent (for itself and on behalf of the other Parent Persons) hereby Purchaser acknowledges and agrees that the Parent Persons Purchaser and its Affiliates have relied solely upon on the aforementioned due diligence review and analysis and not on any factual representations or other statements, promises, projections or opinions of the Company or the Seller or any of their representatives or any other Person, except for the specific representations and warranties expressly made by the Company in Article III and PCP the Seller in Article IV, in each case, as qualified by the Disclosure Schedules (“Express Representations”). Parent (for itself The Purchaser acknowledges and on behalf of the other Parent Persons) herebyagrees that: (a) specifically acknowledges and agrees that, except for the Express Representations, none of PCP, the Company, any Company Subsidiary, any Equityholder the Seller or any other Person is making making, and none of them has not made made, any representation or and warranty, expressed express or implied, at law or in equity, in respect of PCP, the CompanySeller, the Company and its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, management presentations, projections, documents, material or other information (financial or otherwise) regarding PCP and the Company Group and its Subsidiaries furnished or made available to any Parent Person the Purchaser or its Affiliates in any data room, management presentation or in any other manner or form in expectation of, or in connection with, the transactions contemplated hereby; (b) specifically and irrevocably disclaims that except for the Express Representations, (i) neither the Purchaser nor any Parent Person of its Affiliates is relying upon or has on, and the Purchaser and its Affiliates have not relied upon on, any such other representations or and warranties that may have been made by any Nonparty the Company, the Seller or any other Person and acknowledges and agrees that PCP, (ii) the Company (for itself and on behalf of the Company Subsidiaries), the Equityholders and their respective Affiliates and Agents hereby specifically Seller disclaim any such other representation or and warranty made by any Nonparty nonparty or any other Person; and (c) specifically and irrevocably disclaims none of the Company, the Seller or any other Person has any obligation or duty by PCP, the Company, the Company Subsidiaries, the Equityholders and their respective Affiliates or any other Person to make any disclosures not other than those required to be disclosed by on the Disclosure Schedules in order to make the Express Representations; Representations true and (d) specifically acknowledges and agrees that each of Parent, PCP Merger Sub, and Merger Sub is entering into this Agreement and acquiring PCP and the Company Group subject only to the Express Representations, all of which representations shall expire and terminate at the Closing as set forth in Article VIIcorrect. Without limiting the generality of any of the foregoing, Parent (for itself and on behalf of the other Parent Persons) hereby Purchaser acknowledges and agrees that: (iA) none of PCP, the Company, the Company Subsidiaries, the Equityholders Seller or any of their respective Affiliates or Agents other Person makes any representation or warranty regarding any third-third party beneficiary rights or other rights which the Purchaser or any Parent Person of its Affiliates might claim under any studies, reports, tests or analyses prepared by any third parties for PCP, the Company, the Company Subsidiaries or any of their Affiliates, even if the same were made available for review by the Parent PersonsPurchaser and its Affiliates; and (iiB) none of the documents, information or other materials provided to any Parent Person at any time or in any format the Purchaser and its Affiliates by or on behalf of PCP, the Company Group, or by any Equityholder the Seller or any of their respective Affiliates or Agents representatives constitutes legal advice and Parent (for itself and the Purchaser, on behalf of the other Parent Persons) hereby itself and its Affiliates, waives all rights to assert that it they received any legal advice therefrom or that it had any sort of attorney-attorney client relationship with any of such Persons.

Investigation; No Other Representations; Non-Reliance. Xxxxx acknowledges and agrees that the Buyer Persons have independently conducted a due diligence review and analysis of the business, operations, properties, technology, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company Group and, in connection therewith, had access to the personnel, properties, premises and records of the Company Group for such purpose. In entering into this Agreement, Parent (for itself and on behalf of the other Parent Persons) hereby Xxxxx acknowledges and agrees that the Parent Buyer Persons have relied solely upon on the specific aforementioned due diligence review and analysis and not on any factual representations or other statements, promises, projections or opinions of the Company Group or Seller or any of their Representatives or any other Person, except for the representations and warranties expressly made by the Company in Article III and PCP Seller in Article IV, in each case, as qualified by the Schedules (“Express Representations”). Parent (for itself Buyer acknowledges and on behalf of the other Parent Persons) herebyagrees that: (a) specifically acknowledges and agrees that, except for the Express Representations, none of PCP, the Company, any Company SubsidiarySubsidiary of the Company, any Equityholder Seller or any other Person is making making, and none of them has not made made, any representation or and warranty, expressed express or implied, at law or in equity, in respect of PCPSeller, the Company, any Subsidiary of the Company Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, management presentations, projections, documents, material or other information (financial or otherwise) regarding PCP and the Company Group furnished or made available to any Parent Buyer Person in any data room, management presentation or in any other manner or form in expectation of, or in connection with, the transactions contemplated hereby; (b) specifically and irrevocably disclaims that any Parent except for the Express Representations, (i) no Buyer Person is relying upon or on, and no Buyer Person has relied upon on, any such other representations or and warranties that may have been made by any Nonparty the Company Group, Seller or any other Person and acknowledges and agrees that PCP, (ii) the Company (for itself and on behalf of the Company Subsidiaries), the Equityholders and their respective Affiliates and Agents hereby specifically Seller disclaim any such other representation or and warranty made by any Nonparty or any other Person; and (c) specifically and irrevocably disclaims none of the Company, Seller or any other Person has any obligation or duty by PCP, the Company, the Company Subsidiaries, the Equityholders and their respective Affiliates or any other Person to make any disclosures not other than those required to be disclosed by on the Schedules in order to make the Express Representations; Representations true and (d) specifically acknowledges and agrees that each of Parent, PCP Merger Sub, and Merger Sub is entering into this Agreement and acquiring PCP and the Company Group subject only to the Express Representations, all of which representations shall expire and terminate at the Closing as set forth in Article VIIcorrect. Without limiting the generality of any of the foregoing, Parent (for itself and on behalf of the other Parent Persons) hereby Buyer acknowledges and agrees that: (iA) none of PCP, the Company, any Subsidiary of the Company SubsidiariesCompany, the Equityholders Seller or any of their respective Affiliates or Agents other Person makes any representation or warranty regarding any third-third party beneficiary rights or other rights which any Parent Buyer Person might claim under any studies, reports, tests or analyses prepared by any third parties for PCP, the Company, the Company Subsidiaries Group or any of their its Affiliates, even if the same were made available for review by the Parent Buyer Persons; and (iiB) none of the documents, information or other materials provided to any Parent Buyer Person at any time or in any format by or on behalf of PCP, the Company Group, or by any Equityholder Seller or any of their respective Affiliates or Agents Representatives constitutes legal advice and Parent (for itself and on behalf of the other Parent Persons) hereby Buyer waives all rights to assert that it received any legal advice therefrom or that it had any sort of attorney-client relationship with any of such Persons.