Common use of WinVest’s and the Merger Subs’ Investigation and Reliance Clause in Contracts

WinVest’s and the Merger Subs’ Investigation and Reliance. Each of WinVest and the Merger Subs are a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by W▇▇▇▇▇▇ and the Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose. WinVest, the Merger Subs and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of WinVest or the Merger Subs are relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of its Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule) or any Ancillary Agreement. Neither the Company nor any of its respective stockholders, affiliates or Representatives are making any representation to WinVest, the Merger Subs or any of their respective stockholders, affiliates or Representatives by virtue of any information, documents or materials made available to WinVest or the Merger Subs or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. Neither the Company nor any of its stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Nothing in this Section 5.15 shall limit any claim or remedy of WinVest or its affiliates in the event of Fraud.