Common use of Investigation; No Other Representations or Warranties Clause in Contracts

Investigation; No Other Representations or Warranties. Each of the Company, Blocker, Parent, Blocker Merger Sub and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company and its Subsidiaries, and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to:

Investigation; No Other Representations or Warranties. Each (a) Parent, on its own behalf and on behalf of the Companyother Parent Related Parties, Blocker, Parent, Blocker Merger Sub and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation intothat, and, based thereon, has formed an independent judgment concerning, in connection with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company and its Subsidiaries, and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether decision to enter into this Agreement and to consummate the transactions contemplated in this AgreementContemplated Transactions, Xxxxxx has conducted an independent review, investigation and analysis (financial, tax, legal, operational and otherwise) of the Acquired Companies and their respective businesses. Each such Person Parent, on its own behalf and on behalf of the other Parent Related Parties, further acknowledges and agrees that it that, notwithstanding anything to the contrary contained herein, except for the representations and warranties expressly made by the Sellers in Article II and the Company in Article III (in each case, as qualified or modified by the Schedules), none of the Seller Related Parties or any other Person has had an opportunity made, is making or will make, or will have any liability with respect to, and the Parent Related Parties have not relied, are not relying and will not rely on, and will not have any remedy, recourse or entitlement whatsoever with respect to, any representation or warranty, express or implied, at law or in equity, including with respect to ask all questions (a) any Seller or any Acquired Company, (b) the Company Units or any other Equity Securities of such the Acquired Companies, (c) the structure, acquisitions, dispositions, businesses, assets, liabilities, operations, prospects, condition (financial or otherwise), Employees, service providers, customers or suppliers of the Acquired Companies, (d) the Contemplated Transactions, (e) the accuracy or completeness of any information regarding any of the foregoing, including any information contained in any confidential information memorandum, management presentation, quality of earnings report, market study or other Persons due diligence report or memorandum, any projections or budgets or any other information, document or material made available to any Parent Related Party in any “data room” or online “data site,” during any management presentation or in any other form or manner or (f) any other matter whatsoever. Without limiting the generality of the foregoing, Parent, on its own behalf and on behalf of the other Parent Related Parties, further acknowledges and agrees that, (i) with respect to any matter such party considers material in determining whether estimate, projection, forecast or other forward looking statement delivered or made available to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigationany Parent Related Party, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that (A) there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecastsforecasts and forward looking statements, plans and budgets so furnished to them or their Affiliates or representatives; and (B) the Parent Related Parties are aware that Parentactual results may differ materially, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates C) no Person shall have any claim against any Seller Related Party or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to any such estimate, projection, forecast or forward looking statement and (ii) none of the matters contemplated by this Agreement Seller Related Parties or any materials heretofore other Person has made, is making or hereafter delivered to will make, or made available to each will have any liability with respect to, any representations or warranties regarding the probable success or profitability of the other applicable Persons Acquired Companies or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to:businesses.

Investigation; No Other Representations or Warranties. Each of the Company, Blocker, Parent, Blocker Silk USA and Merger Sub and Company Merger Sub acknowledges and agrees that it has made conducted its own inquiry independent review and investigation intoanalysis of the business, andoperations, based thereonassets, has formed an independent judgment concerningContracts, with respect to ParentIntellectual Property, Blocker Merger Sub real estate, Technology, liabilities, results of operations, financial condition and Company Merger Sub, Blocker, prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent, Silk USA and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent, Silk USA or Merger Sub has relied in any manner whatsoever upon, any express or implied representation or warranty with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each or any of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons its Subsidiaries or with respect to any matter such party considers material in determining whether other information provided to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Silk USA, Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct Representatives or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than Affiliates in connection with a breach of any of the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties made contained in Article III (as qualified by the Company that are expressly set forth in Section 3.1 Disclosure Schedule and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or AffiliatesSEC Documents). Without limiting the generality of the foregoing, each of Parent, Blocker Silk USA and Merger Sub acknowledges and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder Company nor any of their respective Affiliates other Person will have or representatives, makes be subject to any liability or has made any representation or warranty other obligation to Parent, Blocker Merger Sub or Company Silk USA, Merger Sub or any of their representatives respective Representatives or Affiliates or any other Person resulting from Parent’s, Silk USA’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Silk USA, Merger Sub or their respective Representatives or Affiliates, including any information made available in management or other presentations or in the electronic or other data rooms maintained by or on behalf of the Company or its Representatives in connection with respect to:the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in Article III (as qualified by the Disclosure Schedule and the Company SEC Documents). Notwithstanding the foregoing, this Section 4.10 shall not limit Parent’s, Silk USA’s or Merger Sub’s remedies in the case of fraud (as determined by a court of competent jurisdiction pursuant to a final and nonappealable judgment).

Investigation; No Other Representations or Warranties. (a) Each of the CompanyR&M, Blocker, Parent, Blocker Merger Sub and Company Merger Sub II acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company T-3 and its Subsidiaries, Subsidiaries and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has R&M, Merger Sub and Merger Sub II have requested such documents and information from each of the other applicable Persons T-3 as each such Person party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person of R&M, Merger Sub and Merger Sub II acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons and receive answers from T-3 with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, ParentR&M, Blocker Merger Sub and Company Merger Sub, Merger Sub II and their respective representatives Representatives have received from Blocker T-3 or the Company or their respective representatives its Representatives certain other estimates, projections and other forecasts for Blocker, the Company T-3 and its Subsidiaries and certain estimates, plans and budget information. Each of ParentParent R&M, Blocker Merger Sub and Company Merger Sub, on behalf of itself, Sub II acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that ParentR&M, Blocker Merger Sub and Company Merger Sub II are familiar with such uncertainties; that ParentR&M, Blocker Merger Sub and Company Merger Sub II are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that ParentR&M, Blocker Merger Sub and Company Merger Sub II will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company T-3 or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives T-3’s Representatives with respect thereto, or hold any such Person liable with respect thereto other than to such projections, forecasts, estimates, plans or budgets provided by R&M to T-3 or any of its Representatives in connection with a breach of any of the representations and warranties made transactions contemplated by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to:absent actual fraud.