Common use of Investigation Clause in Contracts

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the Company Business and the Company Subsidiaries, Pershing Companies and (ii) neither the Seller, the Pershing Companies nor any of their respective directors, officers, employees, agents or representatives has been furnished with made, or given shall be deemed to have made, and none of such adequate access to such information about persons or the respective business of Seller or the Company and the Company Subsidiaries as it has requestedPershing Companies shall be liable for or bound in any manner by, (iii) has had independent legal and financial advice relating any express or implied representations, warranties, guaranties or promises pertaining to the respective business of Business, the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Pershing Companies or any of their Affiliates or Representativesassets, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties except as specifically set forth in Article III of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each the Purchaser's ’s investigation of the respective business of Business, the Company and the Company Subsidiaries, such Purchaser has received from the Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain prospective plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, prospective plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, prospective plans or budgets referred to in this Section 5.035.06(b).

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry completed such inquiries and investigation investigations as it has deemed appropriate into, and and, based thereon and on the making of the representations and warranties set forth in Article IV, has formed an independent judgment concerning, the business of Transferred Assets, the Company Assumed Liabilities, the Business and the Company SubsidiariesTransactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements and (iib) has been furnished with with, or given access to, all such adequate access to such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the respective business of Sellers, the Company Transferred Assets, the Assumed Liabilities, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Company Subsidiaries Transaction Agreements, as it has requestedrequested or otherwise requires to enter into this Agreement. Buyer further acknowledges and agrees that (x) the only representations and warranties made by the Sellers are the representations and warranties expressly set forth in Article IV (as modified by the Disclosure Schedules) or pursuant to any other Transaction Agreement and Buyer has not relied upon, (iii) has had independent legal and financial advice relating to the respective business will not rely upon, any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company and the Company Subsidiaries and the terms Sellers or any of this Agreement and the documents to be executed pursuant hereto and their Affiliates (iv) will not assert including any claim against the CompanyDebtor Seller Parties), any Company Subsidiary Representatives of the Sellers or any of their Affiliates or Representativesany other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Sellers’ Bankers, or hold the Company management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such persons liablerepresentation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for breach of any inaccuracies, misstatements representation or omissions with respect to information (other than warranty shall be based solely on the representations and warranties of the Company Sellers expressly set forth in Article IV (as modified by the Disclosure Schedules) or in any other Transaction Agreement, subject to the exclusive remedies set forth herein. Except as otherwise expressly set forth in this Agreement, ▇▇▇▇▇ understands and agrees that the Business, the Transferred Assets and the Assumed Liabilities are being transferred on a “where-is” and, as to condition, “as-is” basis subject to the representations and warranties contained in Article IV (as modified by the Disclosure Schedules) or in any other Transaction Agreement without any other representations or warranties of any nature whatsoever. Notwithstanding anything in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, in any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto other Transaction Agreement to the fullest extent permitted by such Lawcontrary, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to nothing in this Section 5.03Agreement shall limit any rights or claims a Person may have in respect of Fraud.

Investigation. (a) Each Purchaser Investor acknowledges and agrees that it (i) has made an independent decision to enter into this Agreement and the Transaction Documents, and that, in making its decision, Investor has relied solely upon any independent investigations made by Investor, its Affiliates and/or its Representatives and on the representations and warranties expressly set forth in this Agreement and in the Transaction Documents. Investor acknowledges that none of the other Parties, their Affiliates or any of their respective officers, directors, managers, employees, Representatives or other agents has made, or is making, a recommendation or providing investment advice to Investor regarding an investment in the Company or has provided any representations or warranties, other than those representations and warranties set forth in Article III. To the extent Investor has required or desired any advice in connection with the offering of the Acquired Units or entering into this Agreement or any assistance in understanding or evaluating an investment in the Company, Investor has engaged its own financial, legal, tax, accounting, regulatory and other advisors, and has not expected or received any such advice or assistance from the other Parties, their Affiliates or any of their respective Representatives. Investor and any independent advisors engaged by Investor have conducted their own analysis and due diligence to the full extent they have deemed such action necessary, and, based upon such independent analysis and due diligence, Investor has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions determination with respect to information (other than the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions matters contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyhereby. (b) In connection with each Purchaser's investigation Investor acknowledges that no Party is making any representation or warranty as to the prospects, financial or otherwise, related to the Company and that any projections, estimates or forecasts of the respective business future results or events provided by or on behalf of the Company are subject to uncertainty and to the Company Subsidiariesassumptions used in their preparation. Investor agrees that it is acquiring the Acquired Units based on Investor’s due diligence, such Purchaser has received certain estimatesinspection, projections 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 other forecasts for Parties or their respective Affiliates or any of their respective Representatives as to the respective business accuracy or completeness of any of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, including projections, forecastsestimates or forecasts of future results or events) provided or made available to Investor or its Representatives, plans except as expressly set forth in the Transaction Documents. Investor acknowledges and budgetsagrees that, that such Purchaser is familiar with such uncertaintiesexcept as expressly set forth in the Transaction Documents, that such Purchaser is taking full responsibility for making its own evaluation none of the adequacy and accuracy other Parties or their respective Affiliates or any of all estimatestheir respective Representatives has or shall have any liability or responsibility whatsoever to Investor or any of its Representatives on any basis (including in contract or tort, under applicable Law or otherwise) based upon any information (including projections, forecastsestimates or forecasts of future results or events) provided or made available, plans and budgets so furnished or statements made, to it. Accordingly, the Company makes no representation Investor or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03its Representatives.

Investigation. The Buyer Parties acknowledge and agree that they (a) Each Purchaser acknowledges and agrees that it (i) has have made its their own inquiry and investigation into, and and, based thereon has thereon, have formed an independent judgment concerningconcerning the Target Companies, the business of Transferred Interests, the Company Business and the Company Subsidiariesassets and Liabilities thereof, the Contemplated Transactions and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement, and (iib) has have been furnished with with, or given such adequate access to to, such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about Seller, the respective business of Target Companies, the Transferred Interests, the Company Business and the Company Subsidiaries as it has requested, (iii) has had independent legal assets and financial advice relating to the respective business of the Company Liabilities thereof and the Company Subsidiaries and the terms of this Agreement and the documents any other rights or obligations to be executed transferred, directly or indirectly, pursuant hereto to this Agreement, as the Buyer Parties have requested. The Buyer Parties further acknowledge and agree that (ivi) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold only representations and warranties made by the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information of its Affiliates (other than including Seller and the Company’s Subsidiaries) are the representations and warranties of the Company contained expressly set forth in this Agreement Article III and Article IV (including the Disclosure Schedule attached hereto and made a part hereof)) furnished as modified by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company Schedules hereto) and the Company Subsidiaries. Any Buyer Parties have not relied upon any other express or implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Lawrepresentations, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgetsestimates, that such Purchaser is familiar with such uncertaintiesappraisals, that such Purchaser is taking full responsibility for making its own evaluation statements, promises, advice, data or information made, communicated or furnished by or on behalf of the adequacy and accuracy Company or any of all estimatesits Affiliates, any Representatives of the Company or any of its Affiliates or any other Person, including any projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s banking representatives, or management presentations, Data Room or other due diligence information, and that the Buyer Parties will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, plans estimates, appraisals, statements, promises, advice, data or budgets referred to information and (ii) any claims that any Buyer Indemnified Party may have for breach of any representation or warranty shall be based solely on the representations and warranties expressly set forth in this Section 5.03Article III and Article IV (as modified by the Schedules hereto).

Investigation. (a) Each The Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Unwired Planet Companies. In entering into this Agreement, the Purchaser has relied solely upon its own investigation and analysis, and the Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation intothat, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, except for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company contained Seller expressly set forth in this Agreement Article 3 (including the Seller Disclosure Schedule attached hereto and made a part hereof)Letter) furnished by or Section 4.10(c) to which the Company or such persons concerning the CompanyPurchaser is expressly relying upon, any Company Subsidiary or the respective business none of the Company and the Company Subsidiaries. Any implied warranty Seller or similar rights applicable to any of the transactions contemplated hereby under Unwired Planet Companies nor any of their respective Representatives makes any other representation or warranty, either express or implied, on behalf of the Law Seller. Without limiting the generality of the foregoing, none of the Seller or any jurisdiction is hereby expressly and irrevocably waived by each party hereto of the Unwired Planet Companies, any of their respective Representatives, or any other Person has made a representation or warranty to the fullest extent permitted by such LawPurchaser with respect to (a) any projections, and each party hereto agrees that it shall not seek estimates or budgets for the Unwired Planet Companies or (b) any material, documents or information relating to enforce the Seller or any such implied warranties of the Unwired Planet Companies made available to the Purchaser or similar rights against its Representatives in any “data room,” confidential memorandum, other offering materials or otherwise, except as expressly set forth in Article 3 (including the other partySeller Disclosure Letter) or Section 4.10(c). (b) In connection with each the Purchaser's ’s investigation of the respective business of Unwired Planet Companies, the Company and the Company Subsidiaries, such Purchaser has received from the Seller and its Representatives certain estimates, projections and other forecasts for the respective business forecasts, including but not limited to projected financial statements, cash flow items and other data of the Company and the Company Subsidiaries, Unwired Planet Companies and certain business plan and budget information (collectively, of the "Forward Looking Information")Unwired Planet Companies. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans and budgetsaccordingly is not relying on them, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, projections and other forecasts and plans and budgets so furnished to it, and that the Purchaser and its Representatives shall have no claim against any Person with respect thereto. Accordingly, the Purchaser acknowledges that, without limiting the generality of this Section 2.8, none of the Seller, any Unwired Planet Company makes no or any Person acting on behalf of the Seller or any Unwired Planet Company has made any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03such projections and other forecasts and plans.

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerningconcerning Gentek Holdings, the business Subsidiaries of the Company Gentek Holdings and the Company SubsidiariesBusiness, (ii) has been furnished with or given such adequate access to such information about Gentek Holdings, the respective business Subsidiaries of the Company Gentek Holdings and the Company Subsidiaries Business as it Purchaser has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Companyany Seller, any Company Subsidiary Gentek Holdings or its Subsidiaries, or any of their Affiliates respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company any Sellers, Gentek Holdings or its Subsidiaries, or any such persons other Persons liable, for with respect to any inaccuracies, misstatements or omissions with respect to such information (other than pursuant to a claim for indemnification under Article X arising out of a breach of the representations and warranties set forth in Article III and Article IV or any claim arising out of fraud or willful misconduct, and (iv) understands that none of Sellers, Gentek Holdings or its Subsidiaries is making any representation or warranty with respect to the Company contained Business or the operations, assets, liabilities or financial condition of Gentek Holdings or its Subsidiaries, other than as specifically set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each Purchaser's investigation of the respective business of the Company Gentek Holdings, its Subsidiaries and the Company SubsidiariesBusiness, such Purchaser has received from Gentek Holdings, its Subsidiaries and/or Sellers' Representative certain estimates, projections projections, forecasts, plans and other forecasts budgets for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information Business. Purchaser (collectively, the "Forward Looking Information"). Each Purchaser acknowledges i) understands that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (ii) is familiar with such uncertainties, that such Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, (iv) will not assert any claim against any Seller or any of their respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any Seller or any such other Persons liable, with respect to such estimates, projections, forecasts, plans and budgets other than pursuant to a claim arising out of fraud or willful misconduct, and (v) understands that none of the Company makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.05. (c) Notwithstanding anything to the contrary contained in this Agreement, Sellers hereby acknowledge and agree that neither this Section 5.05 nor any inquiry or investigation of Purchaser into Gentek Holdings, its Subsidiaries or the Business shall be construed to diminish or otherwise adversely affect the rights of Purchaser to bring a claim for indemnification under Article X of this Agreement.

Investigation. (a) Each Purchaser is an informed and sophisticated purchaser and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Acquired Companies and the IP Seller IP, and its consummation of the Transactions. Purchaser acknowledges and agrees that it has (ia) has made its own inquiry conducted such inquiries and investigation into, and based thereon has formed an independent judgment concerninginvestigations into the Business, the business of the Company IP Seller IP and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries Acquired Companies as it has requested, (iii) has had deemed sufficient to make an independent legal and financial advice relating informed decision with respect to the respective business of the Company execution, delivery and the Company Subsidiaries and the terms performance of this Agreement and the documents to be executed pursuant hereto consummation of the Transactions and (ivb) will not assert been furnished with or afforded adequate access to and the adequate opportunity to review the books, records, facilities and personnel of Seller, IP Seller and the Acquired Companies for purposes of conducting a due diligence investigation of the Business, the IP Seller IP and the Acquired Companies. Purchaser expressly acknowledges and agrees that none of Seller, its Affiliates nor any other Person has made, makes or is authorized to make any representations or warranties to Purchaser, express or implied, relating to Seller, the Acquired Companies, the Seller IP, the Business or the Transactions other than those representations and warranties of Seller expressly set forth in Article IV or the other representations and warranties in the other Transaction Documents, and that none of Seller, its Affiliates nor any other Person shall be subject to any liability or any claim against by Purchaser in respect of such other representations or warranties. In making its determination to proceed with the CompanyTransactions and acquire the Shares and the IP Seller IP, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than Purchaser expressly acknowledges and agrees that it has relied exclusively on its own independent investigation and the representations and warranties of the Company contained Seller set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company Article IV and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of other representations and warranties in the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Lawother Transaction Documents, and each party hereto agrees that it shall is not seek to enforce relying on and expressly disclaims reliance on any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiariesstatement, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty made by Seller, its Affiliates or any other Person, whether oral or written, express or implied, including those relating to Seller, the Acquired Companies, the IP Seller IP, the Business or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives or any other Person, including with respect to the accuracy or completeness of any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03such information.

Investigation. (a) Each Purchaser acknowledges The Acquirors acknowledge and agrees agree that it they (i) has have made its their own inquiry and investigation into, and and, based thereon has thereon, have formed an independent judgment concerning, the business of Properties, the Management Company and the Company Subsidiaries, Partnership Interests and (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, THCI or any Company THCI Subsidiary or THCI Partnership or any of their Affiliates respective directors, officers, employees, agents, stockholders, Affiliates, consultants, investment bankers or Representativesrepresentatives, or hold the Company THCI or any such persons Persons liable, for any inaccuracies, misstatements or omissions with respect to such information (furnished by THCI or such Persons concerning the Properties, the Management Company or the Partnership Interests, other than any inaccuracies or misstatements in the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and Agreement. The Acquirors acknowledge that THCI has not made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred that may have been made available to or discussed with the Acquirors. (b) The Acquirors acknowledge and agree that, except as expressly set forth in this Section 5.03Agreement, the Acquirors are acquiring each Property, the Management Company Shares and each Partnership Interest in its "as is" condition "subject to all faults" and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of THCI. The Acquirors acknowledge that, except as expressly set forth in this Agreement, the Acquirors have not relied and are not relying on any information, document, reports, sales brochure or other literature, maps or sketches, financial information, projections, estimates, forecasts, plans, budgets, pro formas or statements that may have been given by or made by or on behalf of THCI. The Acquirors further acknowledge that, except as otherwise expressly set forth herein, all materials relating to the Properties, the Management Company Shares and the Partnership Interests that have been provided by THCI (including, without limitation, the Real Estate Records and any reports prepared by any consultants) have been provided without any warranty or representation, expressed or implied, as to their content, suitability for any purpose, accuracy, truthfulness or completeness, and the Acquirors shall not have any recourse against THCI, any THCI Partnership or any THCI Subsidiary or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, investment bankers or representatives for any information in the event of any errors therein or omissions therefrom.

Investigation. (a) Each Purchaser of Parent and Buyer acknowledges and agrees that it (ia) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Companies, the Company Shares, the Business and the Company SubsidiariesContemplated Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement and the Buyer Ancillary Agreements and (b) has been furnished with, or given access to, certain projections, forecasts, estimates, appraisals, statements, data or information about Seller, the Companies, the Shares, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to this Agreement and the Buyer Ancillary Agreements, as it has requested. Each of Parent and Buyer further acknowledges and agrees that (i) the only representations and warranties made by Seller are the representations and warranties expressly set forth in Article V (as modified by the Schedules), (ii) has been furnished with or given such adequate access except as to such information about those matters expressly covered by the respective business of representations and warranties set forth in Article V (as modified by the Company Schedules), Seller is selling the Shares (and the Company Subsidiaries Business and the Companies represented thereby) on an “as it has requestedis, where is” basis, and Seller disclaims all other representations and warranties, whether express or implied, (iii) neither Parent nor Buyer has had independent legal and financial advice relating to the respective business relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, data or information made, communicated or furnished by or on behalf of the Company and the Company Subsidiaries and the terms Seller or any of this Agreement and the documents to be executed pursuant hereto its Affiliates, representatives or any other Person, including through any investment banker, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and (iv) will not assert any claim against the Company, claims Parent or Buyer may have for breach of any Company Subsidiary representation or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than warranty shall be based solely on the representations and warranties of the Company contained Seller expressly set forth in this Agreement Article V (including the Disclosure Schedule attached hereto and made a part hereof)) furnished as modified by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partySchedules). (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry completed such inquiries and investigation intoinvestigations as it has deemed appropriate, and and, based thereon thereon, has formed an independent judgment concerning, the business of Transferred Assets, the Company Assumed Liabilities, the Business and the Company SubsidiariesTransactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements and (iib) has been furnished with with, or given such adequate access to such information about the respective business Sellers, the Transferred Assets, the Assumed Liabilities, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements, in the case of each of (a) and (b), sufficient to execute, deliver and perform its obligations under this Agreement. Buyer further acknowledges and agrees that the Company only representations and warranties made by Sellers are the representations and warranties expressly set forth in Article IV (as modified by the Disclosure Schedules) and the Company Subsidiaries as it other Transaction Agreements and Buyer has requestednot relied upon any other express or implied representations, (iii) has had independent legal and financial advice relating to the respective business warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, Data or information made, communicated or furnished by or on behalf of the Company and the Company Subsidiaries and the terms Sellers or any of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Companytheir Affiliates, any Company Subsidiary Representatives of Sellers or any of their Affiliates or Representativesany other Person, or hold the Company or including any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, appraisals, statements, promises, advice, Data or information made, communicated or furnished by or through Sellers’ Banker, or management presentations, data rooms (electronic or otherwise) or other due diligence information, Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projectionsappraisals, forecastsstatements, plans promises, advice, Data or budgets referred to in this Section 5.03information.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry completed certain inquiries and investigation intoinvestigations concerning, Seller (with respect to the Plastics Business), the Plastics Business Subsidiaries (including the Transferred Entities), the Transferred Equity Interests, the Plastics Business and Transactions, and based thereon has formed an independent judgment concerningany other rights or obligations to be transferred, directly or indirectly, pursuant to the business of the Company Transaction Agreements and the Company Subsidiaries, (iib) has been furnished with with, or given such adequate access to such to, certain projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the respective business of the Company and the Company Subsidiaries as it has requested, Seller (iii) has had independent legal and financial advice relating with respect to the respective business of Plastics Business), the Company Plastics Business Subsidiaries (including the Transferred Entities), the Transferred Equity Interests, the Plastics Business and the Company Subsidiaries and the terms of this Agreement and the documents any other rights or obligations to be executed transferred, directly or indirectly, pursuant hereto to the Transaction Agreements. Buyer further acknowledges and agrees that (ivx) will not assert any claim against the Companyonly representations and warranties made by Seller are the representations and warranties expressly set forth in ARTICLE IV (as modified by the Seller Disclosure Letter), any Company Subsidiary Transaction Agreement or any certificate delivered by Seller or any of their its Affiliates pursuant to this Agreement, and Buyer has not relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of Seller or any of its Affiliates, any Representatives of Seller or any of its Affiliates or Representativesany other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Parent Banker, or hold the Company management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such persons liablerepresentation, warranty or other projections or forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for breach of any inaccuracies, misstatements representation or omissions with respect to information (other than warranty shall be based solely on the representations and warranties of Seller expressly set forth in ARTICLE IV (as modified by the Company contained Seller Disclosure Letter), any Transaction Agreement or any certificate delivered by Seller or any of its Affiliates pursuant to this Agreement. Except as otherwise expressly set forth in this Agreement (including the Disclosure Schedule attached hereto representations and made a part hereofwarranties in ARTICLE IV)) , Buyer understands and agrees that the Transferred Entities, the Plastics Assets and the Plastics Business are being furnished on an “as is,” “where is” basis, except for the representations and warranties contained in ARTICLE IV (as modified by the Company or such persons concerning the CompanySeller Disclosure Letter), any Company Subsidiary Transaction Agreement or the respective business of the Company and the Company Subsidiaries. Any implied warranty any certificate delivered by Seller or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto its Affiliates pursuant to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partythis Agreement. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business of concerning the Company and the Company SubsidiariesCommon Shares; provided, (ii) has been furnished with or given such adequate access to such information about the respective business that all of the Company representations, warranties, covenants and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties agreements of the Company contained in this Agreement or in any Ancillary Agreement shall survive (including and not be affected in any respect by) the Disclosure Schedule attached First Stage Closing until the Merger Effective Time and any investigation conducted by any party hereto and made a part hereof)) furnished by the Company any information or such persons concerning the Company, knowledge which any Company Subsidiary party may have or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyreceive. (b) In connection with each Purchaser's Buyer’s investigation of the respective business of the Company and the Company SubsidiariesCommon Shares, such Purchaser Buyer has received from the Company certain estimatesprojections, projections forecasts and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan planning and budget information (collectively, for the "Forward Looking Information")Company. Each Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser Buyer is familiar with such uncertainties, that such Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, and that Buyer will not assert any claim against the Company and its Affiliates and/or any of its directors, officers, employees or agents, respectively, or hold any such entities and/or Persons liable with respect thereto. (c) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Agreement, the Company makes no representation does not make any other representations or warranty with respect to give any estimatesother warranties, projections, forecasts, plans express or budgets referred to implied. (d) Buyer acknowledges and agrees that in entering into this Agreement it has relied solely on its own investigation and the representations and warranties contained in this Section 5.03Agreement.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business Company, the Purchased Assets, the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and the customers of the Company and the Company Subsidiaries, effects on the Business resulting from the knowledge of Persons other than the parties hereto of the transactions contemplated hereby (iiincluding the identity of Buyer) and (b) has been furnished with with, or given such adequate access to to, such information about the respective business of Company, the Company Purchased Assets and the Company Subsidiaries any other assets, rights or obligations to be transferred hereunder or pursuant hereto, as it has requested, (iii) including, but not limited to, the documents in the data room. ▇▇▇▇▇ has reviewed and understands the documentation in the data room and has had independent legal an opportunity to ask Seller and financial advice relating its officers, directors, employees and Representatives questions and to conduct due diligence. Buyer further acknowledges and agrees that (i) the respective business of only representations, warranties, covenants and agreements made by the Company Seller are the representations, warranties, covenants and the Company Subsidiaries agreements made in Articles 3 and the terms 4 of this Agreement and in the documents certificate to be executed delivered pursuant hereto to Section 2.4.1(viii), (ii) Buyer has not relied upon, and (iv) will not assert any claim against the Companyhereby disclaims, any Company Subsidiary other representations or other information made or supplied by or on behalf of the Seller or any of their respective Affiliates or Representatives, including projections, any information provided in management presentations, data rooms or hold the Company other due diligence information and that Buyer will not have any right or remedy arising out of any such persons liable, other representation or other information and (iii) any claims Buyer may have for breach of representation or warranty (inclusive of claims based on Fraud or of any inaccuracies, misstatements or omissions with respect to information (other than nature) shall be based solely on the representations and warranties of the Company contained set forth in this Agreement Articles 3 and 4 and in the certificate to be delivered pursuant to Section 2.4.1(viii) (including the Disclosure Schedule attached hereto and made a part hereof)) furnished in each case, as modified by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party’s disclosure schedules). (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each The Purchaser acknowledges and ------------- agrees that it it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Business, the Company Assets and the Company SubsidiariesAssumed Liabilities, (ii) has been furnished with or given such adequate access to such information about the respective business of Business, the Company Assets and the Company Subsidiaries Assumed Liabilities as it has requested, requested and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller or any of their Affiliates its directors, officers, employees, agents, stockholders, Affiliates, consultants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company Seller contained in this Agreement (including as modified by the Disclosure Schedule attached hereto and made a part hereof)Schedule) furnished by the Company Seller or such persons concerning the CompanySeller, any Company Subsidiary the Subsidiaries, the Business, the Assets or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAssumed Liabilities. (b) In connection with each the Purchaser's investigation of the respective business of Business, the Company Assets and the Company SubsidiariesAssumed Liabilities, such the Purchaser has received from the Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its affiliates or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, investment bankers or representatives, or hold the Seller or any such persons liable with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.02.

Investigation. (a) Each Purchaser acknowledges and agrees understands that it (i) has made its own inquiry and investigation intoSeller is not making, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will Purchaser is not assert any claim against the Companyrelying on, any Company Subsidiary representation or any of their Affiliates warranty (express or Representatives, implied or hold the Company at Law or any such persons liable, for any inaccuracies, misstatements or omissions in equity) with respect to information (the Business or the operations, Assets, Liabilities, prospects or financial condition of the Acquired Companies or otherwise, other than the representations and warranties of the Company contained as specifically set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) Purchaser has sufficient Knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. In connection with each Purchaser's ’s investigation of the respective business of the Company Acquired Companies and the Company SubsidiariesBusiness, such Purchaser has received from Seller and the Acquired Companies certain estimates, projections projections, forecasts, plans and other forecasts budgets for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information Business. Purchaser (collectively, the "Forward Looking Information"). Each Purchaser acknowledges i) understands that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (ii) is familiar with such uncertainties, that such Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation and (iv) will not assert any claim against Seller or warranty any of its respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold Seller or any such other persons liable, with respect to any such estimates, projections, forecasts, plans or budgets referred to and budgets; provided that nothing in this Section 5.035.4(b) shall limit or qualify any representation or warranty of Seller specifically set forth in this Agreement.

Investigation. (a) Each Purchaser acknowledges Seller has provided Buyer with such access to the facilities, books, records and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business personnel of the Company as Buyer has deemed necessary and appropriate in order for Buyer to investigate to its satisfaction the Business, the Acquired Assets, and the Company SubsidiariesAssumed Liabilities sufficiently to make an informed investment decision to purchase the Acquired Assets, (ii) has been furnished with or given such adequate access assume the Assumed Liabilities, and enter into this Agreement. ▇▇▇▇▇ agrees to such information about purchase the respective business of Acquired Assets and assume the Company Assumed Liabilities on the Closing Date based upon its own investigation, examination and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions determination with respect thereto as to information (other than the all matters and without reliance upon any express or implied 165530988v21 representations and or warranties of the Company contained any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company SubsidiariesAncillary Documents. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's ▇▇▇▇▇’s investigation of the respective business of the Company and the Company SubsidiariesBusiness, such Purchaser has received Buyer may have received, or may receive, from Seller and/or their representatives or Affiliates certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain plan business plans and budget information (collectively, the "Forward Looking Information")information. Each Purchaser Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (b) Buyer is familiar with such uncertainties, that such Purchaser (c) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, it (including the Company makes no representation or warranty with respect to any reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), (d) Buyer shall have no claim against any Person with respect to such estimates, projections, forecasts, business plans and budget information, and (e) Buyer will not assert any claim against Seller or budgets referred any of its representatives or Affiliates, or hold Seller or any such representatives or Affiliates liable, with respect to such estimates, projections, forecasts, business plans and budget information, except with respect to the representations and warranties expressly set forth in ARTICLE 3 of this Section 5.03Agreement.

Investigation. (a) Each Purchaser The Buyer, for itself and on behalf of its Affiliates, acknowledges and agrees that it (i) has made is relying on its own inquiry independent investigation, verification and investigation intoanalysis in entering into the transactions contemplated hereby, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions including with respect to information (other than the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies, and in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation, verification and analysis and has relied solely on the representations and warranties of the Company contained Companies and the Seller set forth in this Agreement (including in each case as qualified and limited by the Disclosure Schedule attached hereto Schedule) or in the certificate(s) delivered at the Closing pursuant to Sections 7.2(a) and made a part hereof7.2(b)) furnished by . The Buyer is knowledgeable about the Company or such persons concerning businesses and industries in which the CompanyCompanies operate, any Company Subsidiary or is capable of evaluating the respective business of the Company merits and the Company Subsidiaries. Any implied warranty or similar rights applicable to any risks of the transactions contemplated hereby under by this Agreement and is able to bear the Law economic risk of any jurisdiction is hereby expressly such investment, including the complete loss of such investment, for an indefinite period of time. The Buyer and irrevocably waived by each party hereto its Affiliates, representatives and advisors have been afforded reasonable access to the fullest extent permitted by such Law, books and each party hereto agrees that it shall not seek records and personnel of the Companies for purposes of conducting a due diligence investigation and have conducted to enforce any such implied warranties or similar rights against their satisfaction a due diligence investigation of the other partyCompanies and their businesses. (b) In connection with each Purchaser's the Buyer’s investigation of the respective business Companies and their businesses, the Buyer has received from or on behalf of the Company and Seller or the Company Subsidiaries, such Purchaser has received Companies certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, plans. The Buyer acknowledges and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges agrees that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans projections and budgetsother forecasts and plans, that such Purchaser the Buyer is familiar with such uncertainties, that such Purchaser the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecastsplans and other forecasts so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecasts), and that (other than in the event of Fraud) the Buyer shall have no claim against a Company, the Seller or budgets referred to in this Section 5.03any Affiliate or direct or indirect equityholder of the Seller with respect thereto.

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the each Company and the Company Subsidiariesits business, (ii) has been furnished with or given such adequate access to such information about the respective business of the each Company and the Company Subsidiaries its business as it has requested, and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller or any of their Affiliates its agents, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company any Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to any Seller or any Company and its business, the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by the Company any Seller or any such persons concerning the Company, any Seller or any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyits business. (b) In connection with each the Purchaser's investigation of the respective business of the each Company and its business, the Company Subsidiaries, such Purchaser has received from the Sellers certain estimates, projections and other forecasts for the respective business of the each Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against any Seller or any of its agents, consultants, counsel, accountants, investment bankers or representatives, or hold any Seller or any such persons liable, with respect thereto. Accordingly, the Company each Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.05(b).

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the Company and the Company SubsidiariesBusiness, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries Business, as it has requested, and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller or any of their Affiliates its directors, officers, employees, agents, stockholders, affiliates, consultants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to the Seller, the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by the Company Seller or such persons concerning the CompanySeller, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyBusiness. (b) In connection with each the Purchaser's investigation of the respective business of the Company and the Company SubsidiariesBusiness, such the Purchaser has received from the Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesCompany, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its affiliates or any of its directors, officers, employees, agents, stockholders, affiliates, consultants, investment bankers or representatives, or hold the Seller or any such persons liable with respect thereto. Accordingly, the Company Seller makes no representation or warranty warranty, either express or implied, with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.02.

Investigation. (a) Each Purchaser acknowledges Parent is an informed and agrees that it (i) sophisticated Person and has made its own inquiry engaged expert advisors, experienced in the evaluation and investigation intopurchase of companies such as the Company as contemplated hereunder. Parent has undertaken such investigation, and based thereon has formed an independent judgment concerning, the business of the Company and the Company Subsidiaries, (ii) has been furnished provided with or given and has evaluated such adequate access to such information about the respective business of the Company documents and the Company Subsidiaries information, as it has requested, (iii) has had independent legal deemed necessary to enable it to make an informed and financial advice relating intelligent decision with respect to the respective business of the Company execution, delivery, and the Company Subsidiaries and the terms performance of this Agreement and the documents to be executed pursuant hereto transactions contemplated hereby. Parent has conducted its own independent review and (iv) will not assert any claim against the Company, any Company Subsidiary or any analysis of their Affiliates or Representatives, or hold the Company and its Subsidiaries and their respective businesses and assets and acknowledges that Parent has been provided access to the personnel, properties, premises and records of the Company and its Subsidiaries relating to such business and assets that it has requested to see or any such persons liablereview. In entering into this Agreement, for any inaccuracies, misstatements or omissions with respect to information (other than Parent has relied solely upon the express representations and warranties of the Company and Seller set forth in Article IV, Article V and in any certificate delivered with respect thereto and on Parent’s own investigation and analysis. Parent acknowledges that, except as set forth in the representations and warranties contained Article IV and Article V or in this Agreement (including any certificate delivered with respect thereto, none of the Disclosure Schedule attached hereto Company, its Subsidiaries, Seller or any other Person has made or makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Affiliates or any of their respective Representatives or any other Person for their benefit. Parent acknowledges that, except as expressly set forth in the representations and made a part hereof)) furnished warranties in Article IV and Article V or in any certificate delivered with respect thereto, there are no representations or warranties of any kind, express or implied, by the Company or such persons concerning Seller with respect to the CompanyCompany and/or its Subsidiaries or their respective businesses or assets. None of Seller, the Company or any of its Subsidiaries will have or be subject to any liability or indemnification obligation to Parent or any other Person resulting from the distribution to Parent, or Parent’s use of, any Company Subsidiary such information, including documents, projections, forward-looking statements or the respective business of the Company and the Company Subsidiaries. Any implied warranty other forecasts, or similar rights applicable other material made available to any Parent in certain data rooms or management presentations in expectation of the transactions contemplated hereby under the Law of any jurisdiction by this Agreement, unless such information is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent included in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no a representation or warranty made by Seller or the Company in Article IV or Article V or in any certificate delivered with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03thereto.

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the Company and the Company SubsidiariesBusiness, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller or any of their Affiliates its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons liable, Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to the Seller, the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by the Company Seller or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyPersons concerning Seller. (b) In connection with each the Purchaser's investigation of the respective business of the Company Business and the Company SubsidiariesAssets, such the Purchaser has received from Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and except for fraud and intentional misrepresentation that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any such Persons liable, with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.9(b).

Investigation. (a) Each Purchaser acknowledges Seller has provided Buyer with such access to the facilities, books, records and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business personnel of the Company as Buyer has deemed necessary and appropriate in order for Buyer to investigate to its satisfaction the Business, the Acquired Assets, and the Company SubsidiariesAssumed Liabilities sufficiently to make an informed investment decision to purchase the Acquired Assets, (ii) has been furnished with or given such adequate access assume the Assumed Liabilities, and enter into this Agreement. ▇▇▇▇▇ agrees to such information about purchase the respective business of Acquired Assets and assume the Company Assumed Liabilities on the Closing Date based upon its own investigation, examination and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions determination with respect thereto as to information (other than the all matters and without reliance upon any express or implied representations and or warranties of the Company contained any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company SubsidiariesAncillary Documents. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's ▇▇▇▇▇’s investigation of the respective business of the Company and the Company SubsidiariesBusiness, such Purchaser has received Buyer may have received, or may receive, from Seller and/or their representatives or Affiliates certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain plan business plans and budget information (collectively, the "Forward Looking Information")information. Each Purchaser Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (b) Buyer is familiar with such uncertainties, that such Purchaser (c) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, it (including the Company makes no representation or warranty with respect to any reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), (d) Buyer shall have no claim against any Person with respect to such estimates, projections, forecasts, business plans and budget information, and (e) Buyer will not assert any claim against Seller or budgets referred any of its representatives or Affiliates, or hold Seller or any such representatives or Affiliates liable, with respect to such estimates, projections, forecasts, business plans and budget information, except with respect to the representations and warranties expressly set forth in ARTICLE 3 of this Section 5.03Agreement.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry completed such inquiries and investigation investigations as it has deemed appropriate into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Purchased Assets, the Company Assumed Liabilities and the Company SubsidiariesTransactions, and any other rights or obligations to be transferred or assumed, directly or indirectly, pursuant to the Transaction Documents and (iib) has been furnished with with, or given access to, all such adequate access to such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the respective business of Seller Parties, the Company Purchased Assets, the Assumed Liabilities and any other rights or obligations to be transferred or assumed, directly or indirectly, pursuant to the Company Subsidiaries Transaction Documents, as it has requestedrequested or required. Buyer further acknowledges and agrees that (x) the only representations and warranties made by the Seller Parties are the representations and warranties expressly set forth in Article IV (as modified by the Disclosure Letter) and Buyer has not relied upon any other express or implied representations, (iii) has had independent legal and financial advice relating to the respective business warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller Parties or any of their respective Affiliates, any Representatives of the Seller Parties or any of their respective Affiliates or Representativesany other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Seller Bankers, or hold the Company management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such persons liablerepresentation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for any inaccuracies, misstatements breach of any representation or omissions with respect to information (other than warranty shall be based solely on the representations and warranties of the Company Seller Parties expressly set forth in Article IV (as modified by the Disclosure Letter). Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that the Purchased Assets and the Assumed Liabilities are being furnished on an “AS-IS” and “WHERE-IS” basis, subject to the representations and warranties contained in this Agreement Article IV (including as modified by the Disclosure Schedule attached hereto and made a part hereofLetter)) furnished by the Company , without any other representations or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law warranties of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partynature whatsoever. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. Buyer acknowledges and agrees that: (a) Each Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, in making the business of the Company and the Company Subsidiaries, (ii) has been furnished with or given such adequate access decision to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of enter into this Agreement and to consummate the documents to be executed pursuant hereto transactions contemplated hereby, ▇▇▇▇▇ has relied solely upon its own investigation, analysis and (iv) will not assert any claim against evaluation and the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the express representations and warranties of Sellers set forth in Article III, Article IV and in any certificate delivered pursuant hereto; and (b) except for the Company contained express representations and warranties of Sellers set forth in this Agreement Article III, Article IV and in any certificate delivered pursuant hereto, none of Buyer or any its Affiliates has relied on, and no Seller or any of its Affiliates or any of its or their respective Representatives has made, any representations or warranties of any nature, whether express or implied, with respect to any Seller, any of its Affiliates (including the Disclosure Schedule attached hereto and made a part hereof)Acquired Companies) furnished by or any of its or their respective Representatives, any assets of any of the foregoing (including the Company Interests), or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under by this Agreement or the Law other Transaction Documents. Buyer (either alone or together with its Representatives) has such knowledge and experience in financial and business matters so as to be capable of any jurisdiction is hereby expressly evaluating the merits and irrevocably waived risks involved in the purchase of the Company Interests and the other transactions contemplated by each party hereto this Agreement and the other Transaction Documents and bearing the economic risk of its investment in the Acquired Companies for an indefinite period of time. ▇▇▇▇▇ has been afforded access to the fullest extent permitted by such Lawbooks and records, facilities and each party hereto agrees that personnel of the Acquired Companies for purposes of conducting a due diligence investigation as Buyer has deemed necessary for it shall not seek to enforce any such implied warranties investigate the business, assets, liabilities, financial or similar rights against other condition and results of operations of the Acquired Companies sufficiently to make an informed investment decision to purchase the Company Interests and enter into this Agreement. Buyer has relied solely on its own legal, tax, financial and other party. (b) In advisors in connection with each Purchaser's its investigation of the Acquired Companies and not on the advice of any Seller, any of its Affiliates or any of its or their respective business Representatives. ▇▇▇▇▇ acknowledges and agrees that any financial projections that may have been made available to Buyer, any of its Affiliates or any of its or their respective Representatives are based on assumptions about future results, which are based on assumptions about certain events (many of which are beyond the control of Sellers, their Affiliates and their respective Representatives). Without limiting the generality of the Company foregoing, ▇▇▇▇▇ further acknowledges and the Company Subsidiariesagrees that, such Purchaser has received certain estimates, projections and other forecasts except for the respective business express representations and warranties of the Company Sellers set forth in Article III, Article IV and the Company Subsidiariesin any certificate delivered pursuant hereto, none of Buyer or any of its Affiliates has relied on, and certain plan and budget information (collectivelyno Seller or any of its Affiliates or any of its or their respective Representatives has made, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimatesany representations or warranties of any nature, projectionswhether express or implied, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to the accuracy of any estimates, projections, forecastsestimates or budgets, plans future revenues, future results of operations, future cash flows, the future financial or budgets referred other condition of any Acquired Company or its business, assets or liabilities, or any other information, whether or not made available to Buyer, any of its Affiliates or any of its or their respective Representatives in this Section 5.03connection with the transactions contemplated hereby, including in any memorandum or management presentation in the Data Site or any other electronic data room established by any Seller, any of its Affiliates or any of its or their respective Representatives, and in any written or oral response to any information request by ▇▇▇▇▇, any of its Affiliates or any of its or their respective Representatives.

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the business of Business, the Company Purchased Assets and the Company SubsidiariesAssumed Liabilities, and (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller or any of their Affiliates its officers, directors, employees, agents, stockholders, creditors, Affiliates, consultants or Representativesrepresentatives, or hold the Company Seller or any such persons Person liable, for any inaccuracies, misstatements or omissions with respect to any information (including in the Descriptive Memorandum) provided to Purchaser (other than Seller with respect to the representations and warranties of the Company contained made in this Agreement (including the Disclosure Schedule attached hereto and made a part hereofArticle VII by Seller)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each Purchaser's ’s investigation of the respective business of the Company Purchased Assets and the Company SubsidiariesBusiness, such Purchaser has received from Seller certain estimates, projections and other forecasts forecasts, plans and budgets for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information")Business. Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against Seller or any of its officers, directors, employees, agents, stockholders, creditors, Affiliates, consultants or representatives, or hold Seller or any such Person liable with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03Agreement or the Descriptive Memorandum.

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Business, the Company Transferred Assets and the Company SubsidiariesAssumed Liabilities, (ii) has been furnished with or given such adequate access to such information about the respective business of Business, the Company Transferred Assets and the Company Subsidiaries Assumed Liabilities as it has requested, requested and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim (other than claims for fraud) against the Company, any Company Subsidiary Seller or any of their Affiliates its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons Persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Company Seller contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by the Company Seller or such persons concerning the CompanySeller, any Company Subsidiary the Business, the Transferred Assets or the respective business Assumed Liabilities; provided, however, that nothing in this Section 5.02 shall be deemed to qualify any of the Company representations and warranties made by the Company SubsidiariesSeller in or pursuant to this Agreement or impair or limit the Purchaser's right to rely on such representations or warranties or its rights with respect thereto under any provision of this Agreement, including, without limitation, Articles VI, VII and VIII hereof. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party. (b) In connection with each the Purchaser's investigation of the respective business of Business, the Company Transferred Assets and the Company SubsidiariesAssumed Liabilities, such the Purchaser has received from the Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, Business and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its Affiliates or any of its directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such Persons liable with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.02(b).

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it that, (i) it has made its own inquiry investigation and investigation into, and based thereon has formed an independent judgment concerning, analysis in entering into the business of the Company and the Company Subsidiariestransactions contemplated hereby, (ii) has been furnished with or given such adequate access to such information about the respective business except as expressly set forth in this Agreement and any certificates executed in connection herewith, none of Seller, its Affiliates, nor any other Person on behalf of the Company and Business, Seller, or its Affiliates, has made any representation, warranty, covenant or agreement, expressed or implied, as to the Business, the Acquired Assets or the Company, or the accuracy or completeness of any information regarding the Business, the Acquired Assets or the Company Subsidiaries as it has requestedfurnished or made available to Buyer and its representatives, or any other matter related to the transactions contemplated hereby, (iii) except as expressly set forth in this Agreement, Buyer has had independent legal and financial advice relating to the respective business not relied on any representation or warranty from Seller, its Affiliates or any other Person on behalf of the Company and the Company Subsidiaries and the terms of foregoing in determining to enter into this Agreement and the documents to be executed pursuant hereto Agreement, and (iv) will not assert any claim against the Companynone of Seller, any Company Subsidiary its Affiliates or any of other Person acting on their Affiliates or Representatives, or hold the Company behalf shall have any liability to Buyer or any such persons liable, for any inaccuracies, misstatements or omissions other Person with respect to information (other than any projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the representations and warranties future financial condition of the Company contained Business or the future business, operations or affairs of the Business, except as expressly set forth in this Agreement (including Agreement. Buyer is knowledgeable about the Disclosure Schedule attached hereto and made a part hereof)) furnished by industry in which the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company Business and the Company Subsidiaries. Any implied warranty or similar rights applicable to any operate and is capable of evaluating the merits and risks of the transactions contemplated hereby under by this Agreement. For the Law avoidance of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to doubt, Buyer acknowledges that projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the fullest extent permitted by such Lawfuture financial condition of the Business or the future business, operations or affairs of the Business are inherently uncertain, and each party hereto agrees that it deviations of results from such projections and similar items that are made in good faith shall not seek to enforce any such implied warranties or similar rights against the other partyconstitute Fraud. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts Except for the respective business of representations, warranties, covenants and agreements set forth in this Agreement and any certificates provided in connection herewith, (i) the Company and the Company SubsidiariesAcquired Assets are being acquired by Buyer AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR CONDITION, and certain plan (ii) except in the case of Fraud, Buyer hereby expressly disclaims and budget information waives any claims and causes of action and any other representations, warranties, covenants or agreements, express, implied, at common law, by statute or otherwise in each case relating to the accuracy, completeness or materiality of any information, data or other materials (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so written or oral) heretofore furnished to it. AccordinglyBuyer or its representatives by or on behalf of Seller, the Company makes its Affiliates or their respective representatives and no representation other representations, warranties, covenants and agreements are being relied upon by Buyer or warranty with respect to any estimates, projections, forecasts, plans of its representatives or budgets referred to in this Section 5.03Affiliates.

Investigation. (a) Each Purchaser Party acknowledges and agrees that it (i) has made conducted its own inquiry independent investigation, review and investigation intoanalysis of the business, operations, assets, liabilities and based thereon has formed an independent judgment concerning, the business prospects of the Company and the Company its Subsidiaries, (ii) has which investigation, review and analysis was conducted by such Purchaser Party and its Representatives. Each Purchaser Party acknowledges that it and its Representatives have been furnished with or given such adequate provided access to such information about the respective business personnel, properties, premises and records of the Company and the Company its Subsidiaries as for such purpose. In entering into this Agreement, each Purchaser Party acknowledges that it has requested, (iii) has had independent legal and financial advice relating to the respective business not relied on any factual representations of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Companyor its Subsidiaries, any Company Subsidiary or any of their Affiliates or respective Representatives, or hold except for the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the specific representations and warranties of the Company contained set forth in this Agreement Article III. (b) Each Purchaser Party acknowledges and agrees that none of the Company, any of its Subsidiaries or any of their respective Representatives makes or has made any representation or warranty, either express or implied, as to the Company or any of its Subsidiaries or as to the accuracy or completeness of any of the information regarding the Company or any of its Subsidiaries (including the Disclosure Schedule attached hereto and materials furnished or made a part hereof)) furnished available by the Company or such persons concerning its representatives in any “data rooms,” “virtual data rooms,” management presentations or projections, or in any other form (collectively, the Company, any “Company Subsidiary Data Room”) provided or made available to Parent or its Representatives (except for the respective business specific representations and warranties of the Company and the Operating Partnership set forth in Article III), and none of the Company, the Operating Partnership or any of their respective Representatives shall have or be subject to any liability to any Purchaser Party or any other Person resulting from the distribution to such Person, or such Person’s use of or reliance on, any such information or any information, documents or material made available to any Purchaser Party or any other Person in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. Each of the Purchaser Parties specifically disclaims any reliance on any financial or operating projections or other forward-looking statements with respect to the Company, the Operating Partnership, the Company Subsidiaries. Any implied warranty or similar rights applicable Subsidiaries and their respective businesses that may have been provided to any of the transactions contemplated hereby under Purchaser Parties or their Representatives in the Law course of any jurisdiction is hereby expressly due diligence and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partynegotiations. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the Company Gentek Holdings, Gentek and the Company SubsidiariesBusiness, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company Gentek Holdings, Gentek and the Company Subsidiaries Business as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim (other than for fraud or wilful misconduct) against the Companyany Seller, any Company Subsidiary Gentek Holdings or Gentek or any of their Affiliates respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company any Seller, Gentek Holdings or Gentek or any such other persons liable, for with respect to any inaccuracies, misstatements or omissions with respect to information such information, and (iv) understands that none of the Sellers, Gentek Holdings or Gentek is making any representation or warranty with respect to the Business or the operations, assets, Liabilities or financial condition of Gentek Holdings or Gentek, other than the representations and warranties of the Company contained as specifically set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each Purchaser's investigation of the respective business of the Company Gentek Holdings, Gentek and the Company SubsidiariesBusiness, such Purchaser has received from Gentek Holdings, Gentek and/or the Sellers' Representative certain estimates, projections projections, forecasts, plans and other forecasts budgets for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information Business. Purchaser (collectively, the "Forward Looking Information"). Each Purchaser acknowledges i) understands that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (ii) is familiar with such uncertainties, that such Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, (iv) will not assert any claim (other than for fraud or wilful misconduct) against any Seller or any of their respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any Seller or any such other persons liable, with respect to such estimates, projections, forecasts, plans and budgets, and (v) understands that none of the Company makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.034.05.

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and and, based thereon and on the representations and warranties contained herein, has formed an independent judgment concerning, the business of the Company Business; and the Company Subsidiaries, (ii) it has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries Business as it has requested, ; and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) it will not assert any claim against the Company, any Company Subsidiary of Sellers or any of their Affiliates directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company any of Sellers or any such persons liable, Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to the Business, the representations and warranties of the Company contained in this Agreement, any Ancillary Agreement (including the Disclosure Schedule attached hereto and made a part hereof)or any certificate delivered by any of such Persons at Closing) furnished by the Company any of Sellers or any such persons Persons concerning the Companyany of Sellers, any Company Subsidiary of their Affiliates, or the respective business of Transferred Assets or the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyBusiness. (b) In connection with each Purchaser's ’s investigation of the respective business of the Company Transferred Assets and the Company SubsidiariesBusiness, such Purchaser has received from Sellers certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesBusiness, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchaser will not assert any claim against any of Sellers or any of their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any of Sellers or any such persons liable, with respect thereto. Accordingly, the Company makes Sellers make no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.08(b).

Investigation. (a) Each Purchaser The Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Business, the Company RD-180 Program and the Company SubsidiariesRDA Business, (ii) has been furnished with or given such adequate access to such information about the respective business of Business, the Company RD-180 Program and the Company Subsidiaries RDA Business as it has requested, and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the CompanySeller, any Company Subsidiary the Companies, PWPG, RDA or any of their Affiliates respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons liableother Persons liable for information furnished by the Seller or any such Persons concerning the Company Group, for any inaccuraciesPWPG, misstatements RDA, the PWR Shares, the PWPG Shares, the Assets, the RD-180 Assets, the Business, the RD-180 Program or omissions the RDA Business, other than with respect to information (other than the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each Purchaser's the Buyer’s investigation of the respective business of Business, the Company RD-180 Program and the Company SubsidiariesRDA Business, such Purchaser the Buyer has received from the Seller certain financial estimates, projections and other forecasts for the respective business of Business, the Company RD-180 Program and the Company SubsidiariesRDA Business, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser the Buyer is familiar with such uncertainties, that such Purchaser the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Buyer will not assert any claim against the Seller, the Companies, PWPG, RDA or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such other Persons liable, with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.6(b). (c) Notwithstanding the foregoing, nothing in this Section 5.6 shall be deemed to limit the Buyer’s rights or remedies based on fraud.

Investigation. (a) Each Purchaser Buyer acknowledges and agrees that it (ia) has made its own inquiry had an opportunity to conduct such inquiries and investigation investigations as it deemed appropriate into, and and, based thereon thereon, has formed an independent judgment concerning, the business of Companies, the Company Equity Interests, the Business, the Acquired Assets and the Company SubsidiariesAssumed Liabilities, (iib) to the Knowledge of Buyer, has been furnished with with, or given access to, all such adequate access to such projections, forecasts, estimates, appraisals, statements, promises, advice, data or information about the respective business of Companies, the Company Equity Interests, the Business, the Acquired Assets and the Company Subsidiaries Assumed Liabilities, as it has requested. Buyer further acknowledges and agrees that the only representations and warranties made by the Seller Parties are the representations and warranties expressly set forth in this Agreement (as modified by the Seller Disclosure Letter) and Buyer has not relied upon any other express or implied representations, (iii) has had independent legal and financial advice relating to the respective business warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary Seller Parties or any of their respective Affiliates, any Representatives of the Seller Parties or any of their respective Affiliates or Representativesany other Person, including any projections, forecasts, estimates, internal ratings, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through such Persons, or hold the Company management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such persons liablerepresentation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (ii) any claims Buyer may have for breach of any inaccuracies, misstatements representation or omissions with respect to information (other than warranty shall be based solely on the representations and warranties of the Company contained Seller Parties expressly set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished as modified by the Company Seller Disclosure Letter). Nothing herein shall affect, limit or such persons concerning the Company, restrict in any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to manner any of Buyer’s or any of its respective Affiliates’ rights or available remedies in the transactions contemplated hereby under the Law event of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyFraud. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.03.

Investigation. (a) Each Purchaser Gallagher acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon thereon, has formed an independent judgment concerning, the business of Acquired Businesses, the Company Property and the Company SubsidiariesLiabilities, (ii) has been furnished with or given such adequate access to such information about the respective business of Acquired Businesses, the Company Property and the Company Subsidiaries Liabilities as it has requested, and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against Sellers and/or the Company, any Company Subsidiary Stockholder or any of their Affiliates respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold Sellers and/or the Company Stockholder or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to the Acquired Businesses, the Property and the Liabilities, the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by Sellers and/or the Company Stockholder or any such persons concerning Sellers, their affiliates, the CompanyAcquired Businesses, the Property or the Liabilities. Sellers and the Stockholder do not make, and have not made, any Company Subsidiary representations or warranties other than those expressly set out herein which are made by Sellers or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyStockholder. (b) In connection with each PurchaserGallagher's investigation of the respective business of Acquired Businesses, the Company P▇▇▇▇▇▇▇ ▇▇▇ the Liabilities, Gallagher has received from Sellers and the Company Subsidiaries, such Purchaser has received Stockholder certain estimates, projections projections, forecasts, plans and other forecasts budgets for the respective business of the Company Acquired Businesses. However, Sellers and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser acknowledges that there are uncertainties inherent in attempting Stockholder make no representation or warranty with respect to make any such estimates, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company makes no or any other representation or warranty with respect to any estimatesthe business, projectionsoperations, forecastsassets, plans liabilities or budgets referred to financial condition of the Acquired Businesses other than as specifically set forth in this Section 5.03Agreement.

Investigation. (a) Each The Purchaser acknowledges and agrees that it (i) it has made its own inquiry and investigation into, and, based thereon, and based thereon its reliance upon clause (ii) of this Section 5.06 and this Agreement and the Ancillary Agreements, has formed an independent judgment concerning, the business of the Company and the Company SubsidiariesCompany, (ii) to the Purchaser's knowledge, it has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, requested and (iii) has had independent legal and financial advice relating to neither the respective business of Seller, the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Company, any Company Subsidiary or nor any of their Affiliates respective directors, officers, employees, agents or Representativesrepresentatives has made, or hold shall be deemed to have made, and none of such persons or the Seller or the Company shall be liable for or bound in any manner by, any express or implied representations, warranties, guaranties, promises or statements pertaining to the Company or any such persons liableof its assets or businesses except as specifically set forth in Article III or in the certificate delivered pursuant to Section 8.02(a) of this Agreement, for any inaccuracies, misstatements or omissions with respect to information (other than except in the representations and warranties case of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyfraud. (b) In connection with each the Purchaser's investigation of the respective business of Company, the Company and the Company Subsidiaries, such Purchaser has received from the Seller certain estimates, projections and other forecasts for the respective business of the Company and the Company SubsidiariesCompany, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such the Purchaser is familiar with such uncertainties, that such the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser will not assert any claim against the Seller or any of its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such persons liable, with respect thereto, except in the case of fraud. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.06(b).

Investigation. (a) Each Purchaser The Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, the business of the Company Business and the Company SubsidiariesRDA Business, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company Business and the Company Subsidiaries RDA Business as it has requested, and (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the CompanySeller, any Company Subsidiary the Companies, RDA or any of their Affiliates respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or Representativesrepresentatives, or hold the Company Seller or any such persons liableother Persons liable for information furnished by the Seller or any such Persons concerning the Company Group, for any inaccuraciesRDA, misstatements the Shares, the Assets, the Business or omissions the RDA Business, other than with respect to information (other than the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each Purchaser's the Buyer’s investigation of the respective business of the Company Business and the Company SubsidiariesRDA Business, such Purchaser the Buyer has received from the Seller certain financial estimates, projections and other forecasts for the respective business of the Company Business and the Company SubsidiariesRDA Business, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser the Buyer is familiar with such uncertainties, that such Purchaser the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Buyer will not assert any claim against the Seller, the Companies, RDA or any of their respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold the Seller or any such other Persons liable, with respect thereto. Accordingly, the Company Seller makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.6(b). (c) Notwithstanding the foregoing, nothing in this Section 5.6 shall be deemed to limit the Buyer’s rights or remedies based on fraud.

Investigation. (a) Each Without in any way affecting Purchaser's right to rely on the representations and warranties of the Sellers and the Dy 4 Entities set forth herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and and, based thereon thereon, has formed an independent judgment concerning, concerning the business of the Company Dy 4 Entities and the Company SubsidiariesBusiness, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company Dy 4 Entities and the Company Subsidiaries Business as it has requested, and (iii) has had independent legal and financial advice relating to the respective business understands that none of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the CompanySellers, any Company Subsidiary or any of their Affiliates Dy 4 Entity is making any representation or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions warranty with respect to information (the Business or the operations, assets, liabilities or financial condition of a Dy 4 Entity, other than the representations and warranties of the Company contained as specifically set forth in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyAgreement. (b) In connection with each Purchaser's investigation of the respective business of the Company Dy 4 Entities and the Company SubsidiariesBusiness, such Purchaser has received from Dy 4 Systems and Dy 4 (US) certain estimates, projections projections, forecasts, plans and other forecasts budgets for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information Business. Purchaser (collectively, the "Forward Looking Information"). Each Purchaser acknowledges i) understands that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that such Purchaser (ii) is familiar with such uncertainties, that such Purchaser (iii) is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, (iv) will not assert any claim against any Seller or any of their respective directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any Seller or any such other persons liable, with respect to such estimates, projections, forecasts, plans and budgets, and (v) understands that none of the Company makes no Sellers is making any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.5.

Investigation. (a) Each Purchaser acknowledges Purchasers acknowledge and agrees agree that it (i) has they have made its their own inquiry and investigation into, and and, based thereon has thereon, have formed an independent judgment concerning, the business of e^deltacom Business, the Company Assets and the Company SubsidiariesAssumed Liabilities, (ii) has been furnished with neither Sellers nor any of their directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, or given such adequate access representatives makes any representation or warranty, either express or implied, as to such information about the respective business accuracy or completeness of any of the Company information provided or made available to Purchasers or their agents or representatives and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will it shall not assert any claim (whether in contract or tort, under federal or state securities laws or otherwise) against the Company, any Company Subsidiary Sellers or any of their Affiliates directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants or Representativesrepresentatives, or hold the Company Seller or any such persons liable, Persons liable for any inaccuracies, misstatements or omissions with respect to information (other than than, with respect to Sellers, the representations and warranties of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)Agreement) furnished by the Company Sellers or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyPersons concerning Sellers. (b) In connection with each Purchaser's Purchasers’ investigation of the respective business of the Company e^deltacom Business and the Company SubsidiariesAssets, such Purchaser has Purchasers have received from Sellers certain financial reports, estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiariese^deltacom Business, and certain plan and budget information (collectively, the "Forward Looking Information")information. Each Purchaser acknowledges Purchasers acknowledge that there are uncertainties inherent in attempting to make such financial reports, estimates, projections, forecasts, plans and budgets, that such Purchaser is Purchasers are familiar with such uncertainties, that such Purchaser is Purchasers are taking full responsibility for making its own evaluation of the adequacy and accuracy of all financial reports, estimates, projections, forecasts, plans and budgets so furnished to it, and that Purchasers shall not assert any claim against Sellers or any of its respective directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives, or hold any such Persons liable, with respect thereto. Accordingly, other then the Company makes representations made to Purchasers under Section 4.1(m) and Section 4.1(m) of Sellers’ Disclosure Schedule, Sellers make no representation or warranty with respect to any financial reports, estimates, projections, forecasts, plans or budgets referred to in this Section 5.035.12.

Investigation. (a) Each Purchaser acknowledges and agrees that it (i) Buyer has made conducted its own inquiry independent investigation, review, analysis and investigation intoevaluation of the Business, the Purchased Assets and the Assumed Liabilities. Buyer has been represented by, and based thereon has formed an independent judgment concerninghad the assistance of, counsel in the conduct of its due diligence, the business of the Company preparation and the Company Subsidiaries, (ii) has been furnished with or given such adequate access to such information about the respective business of the Company and the Company Subsidiaries as it has requested, (iii) has had independent legal and financial advice relating to the respective business of the Company and the Company Subsidiaries and the terms negotiations of this Agreement and the documents to be executed pursuant hereto Transaction Documents, and (iv) will not assert any claim against the Company, any Company Subsidiary or any of their Affiliates or Representatives, or hold the Company or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties consummation of the Company contained in this Agreement (including the Disclosure Schedule attached hereto and made a part hereof)) furnished by the Company or such persons concerning the Company, any Company Subsidiary or the respective business of the Company and the Company Subsidiaries. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other partyContemplated Transactions. (b) In connection with each Purchaser's investigation of the respective business of the Company and the Company Subsidiaries, such Purchaser has received certain estimates, projections and other forecasts for the respective business of the Company and the Company Subsidiaries, and certain plan and budget information (collectively, the "Forward Looking Information"). Each Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimatesexcept as otherwise expressly stated hereunder, projections, forecasts, plans and budgets, that such Purchaser is familiar with such uncertainties, that such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it. Accordingly, the Company Parent makes no representation or warranty as to the prospects, financial or otherwise, related to the Business and that any projections, estimates or forecasts of future results or events provided by or on behalf of Parent are subject to uncertainty and to the assumptions used in their preparation. Buyer acknowledges that it is acquiring the Business, the Purchased Assets and the Assumed Liabilities, based on Buyer’s inspection, examination and determination with respect thereto as to all matters, and without reliance upon any estimatesexpress or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Parent or its Affiliates or any of their respective Representatives as to the accuracy or completeness of any of the information (including projections, forecastsestimates or forecasts of future results or events) provided or made available to Buyer or its Representatives, plans except as expressly set forth in the Transaction Documents. Buyer acknowledges and agrees that none of Parent or budgets referred its Affiliates or any of their respective Representatives has or shall have any Liability or responsibility whatsoever to Buyer or any of its Representatives on any basis (including in contract or tort, under Applicable Law or otherwise) based upon any information (including projections, estimates or forecasts of future results or events) provided or made available, or statements made, to Buyer or its Representatives prior to the Agreement Date. The foregoing notwithstanding, nothing in this Section 5.034.09 shall be deemed to waive or otherwise acknowledge a waiver of fraud.