Common use of Inspection; No Other Representations Clause in Contracts

Inspection; No Other Representations. The Purchaser is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has been afforded the opportunity to evaluate the merits of the transactions contemplated hereby. Purchaser acknowledges that the Company has given complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requested. The Company and its representatives have answered to Purchaser’s satisfaction all inquiries that Purchaser or its representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaser.

Inspection; No Other Representations. The Purchaser Each of Buyer and MergerCo is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser Each of Buyer and MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has Buyer and MergerCo have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser acknowledges that the Company has given complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requested. The Company and its representatives have answered to Purchaser’s satisfaction all inquiries that Purchaser or its representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser each of Buyer and MergerCo acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser Buyer or MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available or delivered to Purchaser Buyer or its counsel, accountants MergerCo or advisors their Representatives with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE Article IV or ARTICLE V hereof of this Agreement, and (b) Purchaser neither Buyer nor MergerCo has not relied nor or will it rely upon any other information, representation or warranty, warranty except those representations or warranties set forth in ARTICLE Article IV and ARTICLE V hereof or in the Member Ancillary Documentshereof, in negotiating, executing executing, delivering and delivering performing this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaserhereby.

Inspection; No Other Representations. The Purchaser Each of Parent and Merger Sub is an informed and sophisticated Personentity, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated herebyTransactions. Purchaser has Parent and Merger Sub have received all materials relating to the business of the Company that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser Each of Parent and Merger Sub acknowledges that the Company has given such person complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedCompany. The Company and its representatives have answered to Purchaser’s Parent's and Merger Sub's satisfaction all inquiries that Purchaser Parent, Merger Sub or its their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, Purchaser each of Parent and Merger Sub acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser Parent or Merger Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser Parent or its Merger Sub or their counsel, accountants or advisors with respect to the Company, any of its Subsidiaries Company or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof this Agreement, and (b) Purchaser neither Parent nor Merger Sub has not relied nor or will it rely upon any other informationof the information described in subclauses (i) and (ii) of clause (a) above in executing, representation or warranty, except those representations or warranties set forth in ARTICLE IV delivering and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering performing this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaserhereby.

Inspection; No Other Representations. The Purchaser is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunderby this Agreement. Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated herebyby this Agreement. Purchaser has received all materials relating to the business of the Company and the Purchased Subsidiaries that it has requested, and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by Seller hereunder or otherwise, to evaluate the merits of the transactions contemplated herebyby this Agreement. Purchaser acknowledges that the Company Seller has given complete and open it access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser the Purchased Subsidiaries. Seller has requested. The answered, and/or has caused the Company and its representatives have answered and their Representatives to answer, to Purchaser’s satisfaction all inquiries that Purchaser or its representatives Representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that (a) none of Seller, the Company does not make Company, its Subsidiaries or any of their respective Representatives makes any representation or warranty with respect to (i) any projections, estimates estimates, budgets or budgets delivered to or made available forecasts Made Available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available Made Available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof III, and (b) Purchaser has not relied nor and will it not rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary DocumentsIII, in negotiating, executing and delivering this Agreement and consummating the other Transaction Documents and performing the transactions contemplated by this Agreementhereby and thereby. Purchaser understands and agrees that it is acquiring the Membership Interests Shares based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller, the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to PurchaserIII.

Inspection; No Other Representations. The Purchaser Each of Parent and MergerCo is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser Each of Parent and MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser Each of Parent and MergerCo has received all materials relating to the business of the Company which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser Each of Parent and MergerCo acknowledges that the Company has given each of Parent and MergerCo complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedCompany. The Company and its representatives have answered to Purchasereach of Parent’s and MergerCo’s satisfaction all inquiries that Purchaser Parent, MergerCo or its any of their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting the generality Each of the foregoing, Purchaser acknowledges that (a) Parent and MergerCo agrees to accept the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that condition it is acquiring in at the Membership Interests Closing based upon Purchaser’s its own inspection, examination and determination of with respect thereto as to all matters related theretomatters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are as expressly set forth in ARTICLE IV hereof this Agreement. Without limiting the generality of the foregoing, each of Parent and MergerCo acknowledges that the Company makes no representation or in warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Parent and MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Member Ancillary Documents Company or the future business and by each Member which are operations of the Company or (b) any other information or documents made available to Parent, MergerCo or their counsel, accountants or advisors with respect to the Company or any of its businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to PurchaserAgreement.

Inspection; No Other Representations. The Purchaser Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries Fastener Business as contemplated hereunder. Purchaser Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has been afforded Buyer agrees to accept the opportunity to evaluate the merits of the transactions contemplated hereby. Purchaser acknowledges that the Company has given complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requested. The Company and its representatives have answered to Purchaser’s satisfaction all inquiries that Purchaser or its representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, TransDigm or any of its Affiliates, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that neither Sellers nor TransDigm make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows (to the extent provided), or future financial condition (or any component thereof) of the Fastener Subsidiaries or the future business and operations of the Fastener Subsidiaries or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Fastener Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly contemplated by this Agreement. In connection with Buyer’s investigation of the Fastener Subsidiaries, Buyer and/or its Affiliates, agents and representatives may have received certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items (to the Member Representative extent provided), and other data of the Fastener Subsidiaries and certain business plan information of the Fastener Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.29, neither Sellers nor any of their representatives, agents or any Member, except for the representations and warranties made by Affiliates (including the Company and the Members which are expressly set forth in ARTICLE IV hereof Company Subsidiaries) have made any representation or in the Member Ancillary Documents warranty with respect to such projections and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges other forecasts and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaserplans.

Inspection; No Other Representations. The Purchaser Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its the Company Subsidiaries as contemplated hereunder. Purchaser Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it Buyer to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser Buyer has received all materials relating to the business of the Company and the Company Subsidiaries that it has requested and has been afforded the opportunity to obtain any additional information necessary to evaluate the merits of the transactions contemplated hereby. Purchaser Buyer acknowledges that the Company Seller has given complete and open Buyer reasonable access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedthe Company Subsidiaries. The Seller, the Company and its their representatives have answered to PurchaserBuyer’s reasonable satisfaction all inquiries that Purchaser Buyer or its representatives have made concerning the business of the Company and its the Company Subsidiaries or otherwise relating to the transactions contemplated hereby. Buyer has not relied upon, and agrees to acquire the Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller or the Company, the Company Subsidiaries or their respective Representatives, except as expressly set forth in Article IV of this Agreement or any certificate delivered pursuant to this Agreement. Without limiting the generality of the foregoing, Purchaser Buyer acknowledges that neither Seller nor any of its Representatives (a) including the Company does not make and the Company Subsidiaries) makes any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to Purchaser Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its the Company Subsidiaries or the future business and operations of the Company and its the Company Subsidiaries or (iib) any other information or documents made available to Purchaser Buyer or its counsel, accountants or other advisors with respect to the Company, any of its the Company Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE Article IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering of this Agreement and consummating the transactions contemplated by or any certificate delivered pursuant to this Agreement. Purchaser understands In connection with Buyer’s investigation of the Company and agrees that it is acquiring each Company Subsidiary, Seller has delivered, or made available to Buyer and its Affiliates, agents and other Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of the Membership Interests based upon Purchaser’s own inspection, examination Company and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed Company Subsidiaries relating to the Company, any business of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which Company Subsidiaries and certain business plan information of the Company and the Company Subsidiaries. Buyer acknowledges that there are expressly set forth uncertainties inherent in ARTICLE IV hereof attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.24, neither Seller nor any of its representatives, agents or in Affiliates (including the Member Ancillary Documents Company and by each Member which are expressly set forth in ARTICLE V hereof the Company Subsidiaries) have made any representation or in warranty with respect to such projections and other forecasts and plans. Notwithstanding anything herein to the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersedecontrary, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchasernothing herein restricts claims for Fraud.

Inspection; No Other Representations. The Purchaser Each of Parent, RehabCare East, Holdings and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser Each of Parent, RehabCare East, Holdings and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has Parent, RehabCare East, Holdings and Merger Sub have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser Each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that the Company has given them complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedSubsidiaries. The Company and its representatives have answered to PurchaserParent’s, RehabCare East’s, Holdings’ and Merger Sub’s satisfaction all inquiries that Purchaser Parent, RehabCare East, Holdings, Merger Sub or its their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, Purchaser each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser Parent, RehabCare East, Holdings or Merger Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser Parent, RehabCare East, Holdings or its Merger Sub or their counsel, accountants or advisors with respect to the Company, any of Company its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof this Agreement, and (b) Purchaser neither Parent, RehabCare East, Holdings nor Merger Sub has not relied nor or will it rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty, warranty except those representations or warranties set forth in ARTICLE Article IV hereof, the Backstop Securities Agreement, the Registration Rights Agreement, and ARTICLE V hereof each Letter of Transmittal, Option Surrender Agreement and Warrant Surrender Agreement and any other document or in the Member Ancillary Documents, agreement expressly contemplated hereby in negotiating, executing discussing, executing, delivering and delivering performing this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaserhereby.

Inspection; No Other Representations. The Purchaser Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries Target Companies as contemplated hereunder. Purchaser Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser Buyer has received all materials relating to the business of the Target Companies which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Target Companies and the Sellers hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser Buyer acknowledges that the Company has Target Companies have given complete and open Buyer such access to the key employees, documents and facilities of the Company Target Companies and its Subsidiaries that Purchaser (if any) as Buyer, in its sole discretion, has requesteddetermined to be necessary or desirable for purposes of Buyer’s evaluation, negotiation and implementation of the transactions contemplated hereby. The Company Target Companies, their Subsidiaries, the Sellers and its representatives their Representatives have answered to PurchaserBuyer’s satisfaction all inquiries that Purchaser Buyer or its representatives Representatives have made concerning the business of the Company Target Companies and its their Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting Buyer agrees that, at the generality of Closing, it shall accept the foregoing, Purchaser acknowledges that (a) Stock and Units and the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Target Companies and its their Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, condition they are in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon PurchaserBuyer’s own inspection, examination and determination of with respect thereto as to all matters related theretomatters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the CompanyTarget Companies, any of its Subsidiaries, their Subsidiaries or the Member Representative or any MemberSellers, except for the representations and warranties made by the Company and the Members which are as expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement or any certificate delivered by such Persons hereunder. Without limiting the generality of the foregoing, Buyer acknowledges that none of the Target Companies, their Subsidiaries nor the Sellers make any representation or warranty with respect to (a) any projections, forward-looking estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or their Subsidiaries, or the future business and operations of the Target Companies or their Subsidiaries, or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Target Companies or their Subsidiaries, or their business, assets, Liabilities or operations, in each case, except as qualified by the Schedules) supersede, replace and nullify in every respect the data expressly set forth in this Agreement or any other documentcertificate delivered by such Persons hereunder. Notwithstanding anything to the contrary, material nothing shall limit or statementimpair any Person’s remedies or rights, whether written or oralbe deemed to be a waiver of, made available any claims related to PurchaserFraud.

Inspection; No Other Representations. The Purchaser Each of Parent and MergerCo is an informed and sophisticated Personentity, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Purchaser Each of Parent and MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has Parent and MergerCo have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser Each of Parent and MergerCo acknowledges that the Company has given such person complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedSubsidiaries. The Company and its representatives have answered to PurchaserParent’s and MergerCo’s satisfaction all inquiries that Purchaser Parent, MergerCo or its their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, Purchaser each of Parent and MergerCo acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser Parent or MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser Parent or its MergerCo or their counsel, accountants or advisors with respect to the Company, any of Company its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed Notwithstanding anything else herein to the Companycontrary, this Section 5.7 shall not negate or otherwise vitiate or affect any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to PurchaserArticle IV.

Inspection; No Other Representations. The Purchaser Each of the MPT Parties is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition and/or financing of companies such as the Company and its EHI Subsidiaries as contemplated hereunder. Purchaser Each of the MPT Parties has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser has The MPT Parties have received all materials relating to the business of the ▇▇▇▇▇▇ Health Parties that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the ▇▇▇▇▇▇ Health Parties hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser acknowledges that the Company has given complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requested. The Company and its representatives have answered to Purchaser’s satisfaction all inquiries that Purchaser or its representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser each of the MPT Parties acknowledges that (a) none of the Company does not ▇▇▇▇▇▇ Health Parties make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser the MPT Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries ▇▇▇▇▇▇ Health Parties or the future business and operations of any of the Company and its Subsidiaries ▇▇▇▇▇▇ Health Parties or (ii) any other information or documents made available or delivered to Purchaser the MPT Parties or its counsel, accountants or advisors their Representatives with respect to ▇▇▇▇▇▇ Health, the Company, any of its EHI Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof Section 2 of this Agreement, and (b) Purchaser none of the MPT Parties has not relied nor or will it rely upon any other information, representation or warranty, warranty except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary DocumentsSection 2 hereof, in negotiating, executing executing, delivering and delivering performing this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaserhereby.

Inspection; No Other Representations. The Purchaser Exchanging Stockholder acknowledges and confirms that neither the Company nor any of its respective affiliates, officers, directors, employees, agents, advisors, or representatives have rendered any legal, tax or other advice to the Exchanging Stockholder in connection with any matters including, without limitation, the proposed transactions described herein. The Exchanging Stockholder is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies securities such as the Company Depositary Shares and its Subsidiaries the Series A Shares as contemplated hereunder. Purchaser The Exchanging Stockholder has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Purchaser The Exchanging Stockholder has received all materials relating to the Depositary Shares, the Series A Shares and the businesses of the Company which it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or to otherwise evaluate the merits of the transactions contemplated hereby. Purchaser The Exchanging Stockholder acknowledges that the Company has given the Exchanging Stockholder complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedCompany. The Company and its representatives and agents have answered answered, to Purchaser’s satisfaction the Exchanging Stockholder's satisfaction, all inquiries that Purchaser the Exchanging Stockholder or its representatives have made concerning the business Depositary Shares, the Series A Shares and the businesses of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreementhereby. Without limiting The Exchanging Stockholder agrees to purchase the generality of the foregoing, Purchaser acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and consummating the transactions contemplated by this Agreement. Purchaser understands and agrees that it is acquiring the Membership Interests Depositary Shares based upon Purchaser’s its own inspection, examination and determination of with respect thereto as to all matters related theretomatters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any Member, except for the representations and warranties made by the Company and the Members which are as expressly set forth in ARTICLE IV hereof or in the Member Ancillary Documents and by each Member which are expressly set forth in ARTICLE V hereof or in the Member Ancillary Documents. Purchaser acknowledges and agrees that the representations and warranties set forth in Section II of this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to PurchaserAgreement.

Inspection; No Other Representations. The Purchaser (a) Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its the Company Subsidiaries as contemplated hereunderhereunder and pursuant to the Ancillary Agreements. Purchaser has The Buyer Parties have undertaken such investigation and has been provided with and has have evaluated such documents and information as it has deemed necessary to enable it them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it they are a party and the transactions contemplated herebyhereby and thereby. Purchaser has The Buyer Parties have received all materials relating to the business of the Company and the Company Subsidiaries which they have requested and have been afforded the opportunity to obtain any additional information necessary to evaluate the merits of the transactions contemplated herebyhereby and pursuant to the Ancillary Agreements. Purchaser acknowledges The Buyer Parties acknowledge that Seller and the Company has have given the Buyer Parties complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries that Purchaser has requestedthe Company Subsidiaries. The Seller, the Company and its their representatives have answered to Purchaser’s the Buyer Parties’ satisfaction all inquiries that Purchaser the Buyer Parties or its their representatives have made concerning the business of the Company and its the Company Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company hereby and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect pursuant to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE IV or ARTICLE V hereof and Ancillary Agreements. (b) Purchaser has not relied nor will it rely upon any other information, representation or warranty, except those representations or warranties set forth in ARTICLE IV and ARTICLE V hereof or in the Member Ancillary Documents, in negotiating, executing and delivering this Agreement and The Buyer Parties are consummating the transactions contemplated by this Agreement. Purchaser understands Agreement and agrees that it the Ancillary Agreements to which such Buyer Party is acquiring the Membership Interests based upon Purchaser’s own inspectiona party without any representation or warranty, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of implied, by any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Member Representative or any MemberPerson, except for the respective representations and warranties made by the Company and the Members which are of Seller expressly set forth in ARTICLE Article IV hereof or in of this Agreement. The Buyer Parties are relying on their own investigation and analysis, and the Member Ancillary Documents representations and by each Member which are warranties of Seller expressly set forth in ARTICLE V hereof Article IV of this Agreement, in entering into this Agreement and the Ancillary Agreements and consummating the transactions contemplated hereby and thereby and specifically disclaim that they are relying upon or in have relied upon any other representations and warranties that may be alleged to have been made by Seller, the Member Ancillary DocumentsCompany or any other Person. Purchaser acknowledges and agrees that the All representations and warranties set forth in this Agreement (as qualified by are contractual in nature only and subject to the Schedules) supersede, replace and nullify in every respect the data exclusive remedies set forth in this Agreement for any breach thereof. (c) In connection with the due diligence investigation of the Company and the Company Subsidiaries by the Buyer Parties, the Buyer Parties, their Affiliates or representatives have received from or on behalf of Seller, including projected statements of operating revenues, cash flows and income from operations of the Company and the Company Subsidiaries and certain business plan information of the Company and the Company Subsidiaries. The Buyer Parties acknowledge that they know there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer Parties are familiar with such uncertainties, that the Buyer Parties take full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer Parties shall have no claim against Seller any other documentPerson with respect thereto. Accordingly, material the Buyer Parties acknowledge that Seller has not made any representations, warranties, promises, assurances or statementguaranties whatsoever with respect to such estimates, whether written projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and each Buyer Party disclaims that it has relied upon such information in entering into this Agreement; provided that nothing in this Section 5.10 will limit any claims or oral, made available to Purchaserremedies based on Fraud.