Common use of Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans Clause in Contracts

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the Subsidiaries. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim against the Company, the Stockholders or their respective Affiliates, or any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of Company Entities and the Company and its Subsidiaries by the Parent Entities and its Affiliatesthe Merger Subs, stockholders, directors, officers, employees, agents, representatives or advisors, the Parent Entities and its Affiliates, stockholders, directors, officers, employees, agents, representatives the Merger Subs (and advisors their respective Representatives) have received and may continue to receive after the date hereof from the Company Entities and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives the Company Subsidiaries and advisors their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of Company Entities and the Company or Subsidiaries and their respective businesses and operations. The Parent Entities and the Subsidiaries. Parent and Merger Subsidiary Subs hereby acknowledge (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent Entities and the Merger Subsidiary Subs are familiar, (b) that the Parent Entities and the Merger Subsidiary Subs are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (c) that they have not relied, and that are not otherwise relying, upon on any such information in connection with the Transactions (including their decision to enter into this Agreement) and (d) the Parent Entities and the Merger Subsidiary Subs will have no claim against the Company, the Stockholders a Company Entity or their respective Affiliatesany Company Subsidiary, or any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other person or entityPerson, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of Business and the Company and its Subsidiaries subsidiaries by Parent Buyer, Buyer Parent, and its Affiliatestheir respective Affiliates and representatives, stockholdersBuyer, directorsBuyer Parent, officers, employees, agents, and their respective Affiliates and representatives or advisors, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company Sellers, the Company, the Company’s subsidiaries, and its Subsidiaries, stockholders, directors, officers, employees, agents, their respective Affiliates and representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of Sellers, the Company or Company, the SubsidiariesCompany’s subsidiaries, and the Business. Buyer and Buyer Parent and Merger Subsidiary hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Buyer and Buyer Parent and Merger Subsidiary are familiar, that ; (b) Buyer and Buyer Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them Buyer, Buyer Parent, or their respective Affiliates and representatives (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except to the extent such information is expressly included in the representations and warranties made by the Company in Article III of this Agreement, Buyer and that Buyer Parent and Merger Subsidiary will have no hereby waive any claim against the Sellers (or any of them), the Company, the Stockholders Company’s subsidiaries (or their respective Affiliatesany of them), or any of their respective stockholders, directors, officers, employees, agents, Affiliates or representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).any information described in this Section

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses Business by each of the Company Buyers and its Subsidiaries by Parent and its their Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent each of the Buyers and its their Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company Xxxxxx and its Subsidiariessubsidiaries, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the SubsidiariesBusiness. Parent and Merger Subsidiary Each Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are each Buyer is familiar, that Parent and Merger Subsidiary are each Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary that, absent fraud, neither Buyer will have no any claim against the Company, the Stockholders Xxxxxx or their respective Affiliatesany of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent each Buyer hereby acknowledges and Merger Subsidiary hereby acknowledge and agree agrees that none of the Company, the Stockholders Xxxxxx or their respective Affiliatesany of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsMerger Sub, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives Merger Sub (and advisors their Representatives) have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives Subsidiaries and advisors their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the Subsidiariesand its Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim against the Company or any Subsidiary of the Company, the Stockholders or their respective Affiliates, or any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other person or entityperson, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that, except for the representations and agree that warranties set forth in Article IV, none of the Company nor any Subsidiary of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreementperson, has made or is making any express or implied representation or warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, its Subsidiaries or any of their Representatives, including information in any “data room,” management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and its Subsidiaries or their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of Company and the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsMerger Sub, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives Merger Sub (and advisors their Representatives) have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives the Company Subsidiaries and advisors their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of Company and the Company or the SubsidiariesSubsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and, except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, that Parent and Merger Subsidiary Sub will have no claim against the Company, the Stockholders Company or their respective Affiliatesany Company Subsidiary, or any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisors42 Representatives, or any other person or entityperson, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that, except for the representations and agree that warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, none of the CompanyCompany or any Company Subsidiary, the Stockholders or their respective Affiliates, nor any of their respective stockholdersshareholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreementperson, has made or is making any express or implied representation or warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, the Company Subsidiaries or any of their Representatives, including information in any “data room”, management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and the Company Subsidiaries or their respective Representatives. Except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of Company and the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsMerger Sub, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives Merger Sub (and advisors their Representatives) have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives the Company Subsidiaries and advisors their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of Company and the Company or the SubsidiariesSubsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim against the Company, the Stockholders Company or their respective Affiliatesany Company Subsidiary, or any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other person or entityperson, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that, except for the representations and agree that warranties set forth in Article IV, none of the Company, the Stockholders or their respective AffiliatesCompany nor any Company Subsidiary, nor any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreementperson, has made or is making any express or implied representation or warranty with respect to any matter, including any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Parent and Merger Sub acknowledge and agree that they have not relied on any information provided by the Company, the Company Subsidiaries or any of their Representatives, including information in any “data room”, management presentations or any estimates, projections, forecasts, forward-looking statements or business plans received from the Company and the Company Subsidiaries or their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the its due diligence investigation of the businesses of the Company and its Subsidiaries by Parent and its AffiliatesCompany, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have Buyer has received and may continue to receive after the date hereof from Parent and the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-forward looking information, as well as certain business plan information, regarding the Company and its business of the Company or the Subsidiariesand operations. Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-forward looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are Buyer is familiar, that Parent and Merger Subsidiary are that, other than with respect to the representations set forth in Section 3.6(c), Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-forward looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-forward looking information or business plans), and that Parent and Merger Subsidiary that, other than with respect to the representations set forth in Section 3.6(c), Buyer will have no claim against the Company, the Stockholders Parent or their respective Affiliatesany of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives or advisorsrepresentatives, or any other person or entityPerson, with respect thereto. Accordingly, Parent and Merger Subsidiary other than with respect to the representations set forth in Section 3.6(c), Buyer hereby acknowledge and agree acknowledges that none of the Company, the Stockholders Parent or their respective Affiliatesany of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives or advisorsrepresentatives, nor any other person or entity, except to the extent specifically set forth in Article 3 of this AgreementPerson, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-forward looking statements or business plans regarding the Company (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-forward looking statements or business plans).

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries Business by Parent Xxxxx and its Affiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, Parent Buyer and its Affiliates, stockholders, directors, officers, employees, agents, representatives Representatives and advisors have received and may continue to receive after the date hereof Original Execution Date from the Company PKI and its Subsidiariessubsidiaries, stockholders, directors, officers, employees, agents, representatives Representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the SubsidiariesBusiness. Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are Buyer is familiar, that Parent and, except with respect to the express representations and Merger Subsidiary are taking full responsibility for making their own evaluation warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any, Buyer will not rely on any of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Buyer will have no claim against the Company, the Stockholders PKI or their respective Affiliatesany of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent Buyer hereby acknowledges and Merger Subsidiary hereby acknowledge and agree agrees that none of the Company, the Stockholders PKI or their respective Affiliatesany of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives Representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), except with respect to the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Company Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsMerger Sub, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives Merger Sub (and advisors their Representatives) have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives Company Subsidiaries and advisors their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the Subsidiariesand Company Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim against the Company, the Stockholders Company or their respective Affiliatesany Company Subsidiary, or any of their respective stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other person or entityperson, with respect theretothereto except to the extent such estimates, projections, forecasts and other forward-looking information and business plans otherwise result in a breach or violation of Article III. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that, except for the representations and agree that warranties set forth in Article III, none of the Company, the Stockholders or their respective AffiliatesCompany nor any Company Subsidiary, nor any of their respective stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreementperson, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), and Parent and Merger Sub have not relied on any such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans) received from the Company and Company Subsidiaries and their Representatives. Parent and Merger Sub entered into this Agreement based upon their own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of the Company, except as expressly set forth in this Agreement.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsMerger Sub, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives Merger Sub (and advisors their Representatives) have received and may continue to receive after the date hereof from the Company and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives Subsidiaries and advisors their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the Subsidiariesand its Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim against the Company, the Stockholders Company or their respective Affiliatesany of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other person or entityperson, with respect thereto. AccordinglyWithout limiting the foregoing, Parent and Merger Subsidiary Sub hereby acknowledge that, except for the representations and agree that warranties set forth in Article III, none of the Company, the Stockholders or their respective AffiliatesCompany nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreementperson, has made or is making any express or implied representation or warranty in connection with this Agreement, including with respect to such estimates, projections, forecasts, forward-looking statements the Company or business plans (including the reasonableness any of the assumptions underlying such estimates, projections, forecasts, forward-looking statements its Subsidiaries or business plans)their respective businesses and operations.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries Business by Parent Buyer and its Affiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, Parent Buyer and its Affiliates, stockholders, directors, officers, employees, agents, representatives Representatives and advisors have received and may continue to receive after the date hereof from the Company PKI and its Subsidiariessubsidiaries, stockholders, directors, officers, employees, agents, representatives Representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the SubsidiariesBusiness. Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are Buyer is familiar, that Parent and, except with respect to the express representations and Merger Subsidiary are taking full responsibility for making their own evaluation warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any, Buyer will not rely on any of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Buyer will have no claim against the Company, the Stockholders PKI or their respective Affiliatesany of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent Buyer hereby acknowledges and Merger Subsidiary hereby acknowledge and agree agrees that none of the Company, the Stockholders PKI or their respective Affiliatesany of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives Representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), except with respect to the express representations and warranties set forth in Article II or in any certificate, document or instrument delivered pursuant to this Agreement (in each case as qualified and limited by the Disclosure Schedule), if any.

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries Business by Parent Buyer and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent Buyer and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company PKI and its Subsidiaries, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the business of the Company or the SubsidiariesBusiness. Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are Buyer is familiar, that Parent and Merger Subsidiary are Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Buyer will have no claim against the Company, the Stockholders PKI or their respective Affiliatesany of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent Buyer hereby acknowledges and Merger Subsidiary hereby acknowledge and agree agrees that none of the Company, the Stockholders PKI or their respective Affiliatesany of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).