Common use of Independent Investigation Clause in Contracts

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Companies, Pubco, First Merger Sub and Second Merger Sub for such purpose. Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company or Purchaser Company, Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Purchaser, Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company Purchaser, Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, Purchaser Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, Purchaser Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Company pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers, Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto.

Independent Investigation. Each of PubcoParent, First Merger Sub Intermediate Corp and Second Merger Sub has conducted its own their Representatives have undertaken an independent investigation, review investigation and analysis verification of the business, results of operations, operations and financial condition (financial or otherwise) or assets of the Target Companies Company and Purchaser its Subsidiaries. Parent and acknowledges Intermediate Corp each confirm that the Company has provided it has been provided adequate access and its Representatives the opportunity to the personnel, properties, assets, premises, books and records, and other documents and data ask questions of the Target Companies Company and Purchaser for to acquire such purpose. Each additional information about the business, operations and financial condition of Pubco, First Merger Sub the Company and Second Merger Sub its Subsidiaries as requested by Parent and Intermediate Corp. Parent and Intermediate Corp each acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it each of Parent and Intermediate Corp has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in ARTICLE IV of this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement); and (b) none of the Company, Purchaser Company or their respective Representatives have any other Person has made any express or implied representation or warranty as with respect to the Target CompaniesCompany or any of its Subsidiaries, Purchaser the transactions contemplated hereby, or this Agreementany information provided to Parent, Intermediate Corp or any of their Affiliates or Representatives in connection with the transactions contemplated hereby, except as expressly set forth in ARTICLE IV of this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto).

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or assets condition, software, technology and prospects of the Target Companies Business, which investigation, review and analysis was done by Purchaser and its Affiliates and representatives. Purchaser acknowledges that it has and its representatives have been provided adequate access to the personnel, properties, assets, premises, books premises and records, and other documents and data records of the Target Companies and Purchaser Business for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter In entering into this Agreement and to consummate the transactions contemplated herebyAgreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its own investigation and representatives (except the express representations and warranties of contained in ARTICLE IV or in any other Transaction Document). Except for the Company representations and Purchaser warranties contained in ARTICLE IV or in the other Transaction Documents and the indemnification obligations set forth in this Agreement ARTICLE IX hereof, neither Seller (including all officers and employees of Seller) nor any Other Seller (including all officers and employees of any Other Seller) will have or be subject to any Liability or indemnification obligation to Purchaser or any other Person for any information provided or made available to Purchaser or its representatives relating to the related portions Business or otherwise in expectation of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided transactions contemplated by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the confidential memorandum or other material prepared by Xxxxxx Xxxxxx Partners, LLC related portions of to the Company Disclosure Schedules Business and the any information, document, or material made available to Purchaser Disclosure Schedulesor its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant heretomanagement presentations.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Company and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Company and Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target CompaniesCompany, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Companies, Pubco, First Merger Sub and Second Merger Sub for such purpose. SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub SPAC pursuant hereto, and the information provided by or on behalf of the Company or Purchaser Company, Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub SPAC pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Seller and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Seller or Purchaser for the Registration Statement; and (b) none of the Company, the Seller, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Seller, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Companies, Pubco, First Merger Sub and Second Merger Sub for such purpose. Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions Transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company or Purchaser Company, Pubco, First Merger Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser or their Company and its respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Purchaser, Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Purchaser, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company Purchaser, Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanyPurchaser, Purchaser Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesPurchaser, Purchaser Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Company pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies and Purchaser Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each Ancillary Document to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser Company or their respective its Representatives have made any representation or warranty as to the Target Companies, Purchaser or this AgreementAgreement or any of the Ancillary Documents to which it is or will be a party or the transactions contemplated hereby and thereby, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Purchaser pursuant hereto, in such Ancillary Document or with respect to the information provided by or on behalf of the Company for the Registration Statement or the Proxy Statement.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers, Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto. Notwithstanding the foregoing (but subject to Sections 11.1, 12.1 and 12.2), nothing in this Section 4.21 shall limit or impair any Person’s remedies or rights, or shall be deemed a waiver of any claims, related to Fraud.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies SPAC, Pubco, First Merger Sub and Purchaser Second Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of SPAC, Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company SPAC, Pubco, First Merger Sub and Purchaser Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company SPAC, Pubco, First Merger Sub or Purchaser Second Merger Sub for the Registration Statement; and (b) none of the CompanySPAC, Purchaser Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesSPAC, Purchaser Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Company pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and the Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and the Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers and the Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers or the Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, the Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, the Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions Transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers or Purchaser for the Registration Statement; and (b) none of the Company, the Sellers, Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, the Sellers, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto. Notwithstanding the foregoing (but subject to Sections 12.1 and 12.2), nothing in this Section 5.11 shall limit or impair any Person’s remedies or rights, or shall be deemed a waiver of any claims, related to Fraud.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Seller has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of the Target Companies Purchaser, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Purchaser, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub Seller acknowledges and agrees that: (ai) in making its decision to enter into this Agreement Joinder and become a party to the Business Combination Agreement, and to consummate the transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Article IV of the Business Combination Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Seller pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration StatementBusiness Combination Agreement; and (bii) none of Purchaser, the Company, Purchaser Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to Purchaser, the Target CompaniesCompany, Purchaser Pubco or Merger Sub or this Joinder or the Business Combination Agreement, except as expressly set forth in this the Business Combination Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Seller pursuant heretothereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Companies, Pubco and Purchaser Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Companies, Pubco and Purchaser Merger Sub for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the transactions Transactions contemplated herebyhereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers, Pubco and Purchaser Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers, Pubco or Purchaser Merger Sub for the Registration Statement; and (b) none of the Company, Purchaser the Sellers, Pubco, Merger Sub or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser the Sellers, Pubco or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser DMAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser DMAC for such purpose. Each of Pubco, First Merger Sub Pubco and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Company, the Sellers and Purchaser DMAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser DMAC Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company Company, the Sellers or Purchaser DMAC for the Registration Statement; and (b) none of the Company, Purchaser the Sellers, DMAC or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser the Sellers, DMAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser DMAC Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Pubco and the Merger Sub and Second Merger Sub Subs has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Lexasure Companies and Purchaser SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Lexasure Companies and Purchaser SPAC for such purpose. Each of Pubco, First Pubco and the Merger Sub and Second Merger Sub Subs acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second a Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser SPAC for the Registration Statement; and (b) none of the Company, Purchaser SPAC or their respective Representatives have made any representation or warranty as to the Target Lexasure Companies, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub Pubco or Second a Merger Sub pursuant hereto.

Independent Investigation. Each of the Company, Pubco, First SPV Holdco, Merger Sub and Second I, Merger Sub II and Dooboo has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser SPAC, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies SPAC and Purchaser Pubco for such purpose. Each of the Company, Pubco, First SPV Holdco, Merger Sub and Second I, Merger Sub II and Dooboo acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Company pursuant hereto, and the information provided by or on behalf of the Company or Purchaser SPAC for the Registration Statement; and (b) none of the Company, Purchaser SPAC or their respective its Representatives have made any representation or warranty as to the Target Companies, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Company pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub Pubco and Second the Cayman Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub Pubco and Second the Cayman Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub Pubco or Second the Cayman Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser the Major Shareholders or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser the Major Shareholders or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) ), in any Ancillary Document or in any certificate delivered to Pubco, First Merger Sub Pubco or Second the Cayman Merger Sub pursuant heretohereto and Pubco is expressly disclaiming any reliance on any representations or warranties other than those set forth in Articles VII and VIII of this Agreement.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies Affiliates, Seller, and Purchaser Seller Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Affiliates, the Seller and Purchaser Seller Merger Sub for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company Seller and Purchaser Seller Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Seller Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Purchaser pursuant hereto, and the information provided by or on behalf of the Company Target Affiliates, the Seller, the Sponsors, or Purchaser Seller Merger Sub for the Registration Statement; and (b) none of the CompanyTarget Affiliates, Purchaser the Seller, the Sponsors, Seller Merger Sub or their respective Representatives have made any representation or warranty as to the Target CompaniesAffiliates, Purchaser the Seller, the Sponsors, or Seller Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Seller Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub the Purchaser pursuant hereto.

Independent Investigation. Each of PubcoWithout limiting Section 6.3(e) hereof, First Merger Sub and Second Merger Sub the Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies and Purchaser the Business Plan, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, and the information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser or their Company nor its respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub Purchaser pursuant hereto, or with respect to the information provided by or on behalf of the Company for the Registration Statement. Except as otherwise expressly set forth in this Agreement, Purchaser understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and Purchaser SPAC for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or Purchaser SPAC for the Registration Statement; and (b) none of the Company, Purchaser SPAC or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser SPAC Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto.

Independent Investigation. Each of Pubco, First Merger Sub and Second Merger Sub SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or and assets of the Target Companies Lexasure Companies, Pubco and Purchaser the Merger Subs and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies Lexasure Companies, Pubco and Purchaser the Merger Subs for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser Pubco set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub SPAC pursuant hereto, and the information provided by or on behalf of the Company Company, Pubco or Purchaser the Merger Subs for the Registration Statement; and (b) none of the Company, Purchaser Pubco, the Merger Subs or their respective Representatives have made any representation or warranty as to the Target Lexasure Companies, Purchaser Pubco or the Merger Subs or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub SPAC pursuant hereto.