Common use of Acknowledgement of Disclaimer of Other Representations and Warranties Clause in Contracts

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof, they and their Representatives (a) have received access to (i) the Electronic Data Room, and (ii) such books and records, Contracts and other assets of the Company which they and their Representatives, as of the date hereof, have requested to review, and (b) have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided by the Company or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigationMerger.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties of the Company, SellerCo and Seller MergerCo expressly set forth in this Agreement Article 4 hereof and the Transaction Agreements (ai) neither none of the Company Entities, the Company Funds, the Portfolio Companies, their respective Representatives nor any of its subsidiaries other Person makes, or has made, any representation representations or warranty warranties relating to itself the Company Entities, the Company Funds, the Portfolio Companies or its business any other Person related thereto or their respective businesses or otherwise in connection with this Agreement, the Offer and Transaction Agreements, the Merger or the other Contemplated Transactions, and Parent Parent, Merger Sub and Acquisition Sub their respective Affiliates are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, Agreement and the Transaction Agreements to which a Company Entity is a party and (bii) no person Person has been authorized by any Company Entity, Company Fund or the Portfolio Company or any of its subsidiaries to make any representation or warranty relating to itself the Company Entities, the Company Funds, the Portfolio Companies or its business any other Person related thereto or their respective businesses or otherwise in connection with this Agreement, the Offer Transaction Agreements, the Merger and Mergerthe other Contemplated Transactions, and if made, Parent and Merger Sub hereby agree and acknowledge that neither they nor their respective Affiliates have relied on any such representation or warranty must not be relied upon by Parent and (z) no Person has made any representation or Acquisition Sub as having been authorized by such entitywarranty regarding, and (c) Parent, Merger Sub and their Respective Affiliates are not relying upon, any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or to Parent and/or its Representatives in connection with presentations by the Company’s management or otherwisemanagement, and such information and materials are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigationwarranties.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement ARTICLE III hereof and the Ancillary Agreements, (ax) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and this Agreement, the Merger or the other transactions contemplated by this Agreement and Parent and Acquisition Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (by) no person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer this Agreement and Merger, and if made, such representation or warranty must shall not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their directors, officers, employees, advisors and investment bankers (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”), including any materials or information made available in the Electronic Data Room or to Parent and/or its Representatives in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and then only to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVARTICLE III hereof. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationinvestigation and the terms of this Agreement.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement Section 2 hereof and the Ancillary Agreements, and except in the case of knowing and intentional fraud, (ax) neither none of the Company nor any of its subsidiaries Acquired Companies makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and this Agreement, the Merger or the other transactions contemplated by this Agreement and Parent and Acquisition Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this AgreementAgreement and the Ancillary Agreements to which an Acquired Company is a party, (by) no person Person has been authorized by the any Acquired Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer this Agreement and Merger, and if made, such representation or warranty must shall not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or to Parent and/or its Representatives in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVwarranties. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company Acquired Companies and, except in the case of knowing and its subsidiaries andintentional fraud, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied solely on the results of its own independent investigationinvestigation and the terms of this Agreement and has not relied directly or indirectly on any materials or information made available to Parent and/or its Representatives by or on behalf of the Acquired Companies.

Acknowledgement of Disclaimer of Other Representations and Warranties. Except for the representations and warranties contained in Section 3 or in any certificate delivered pursuant to this Agreement to Parent or Purchaser in connection with the consummation of the Transactions, each of Parent and Acquisition Sub Purchaser acknowledges that none of the Acquired Entities nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to the Acquired Entities or their respective businesses or with respect to any other information provided, or made available, to Parent, Purchaser or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Purchaser each acknowledges and agrees that, except for the representations and warranties expressly set forth made by the Company in Section 3 or in any certificate delivered pursuant to this Agreement (a) neither to the Company nor any of its subsidiaries makes, Parent or has made, any representation or warranty relating to itself or its business or otherwise Purchaser in connection with the Offer and consummation of the Merger and Parent and Acquisition Sub are not relying Transactions, none of the Acquired Entities or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Acquired Entities, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation information regarding the Acquired Entities or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by any other matter furnished or provided to the Company or any of its subsidiaries made available to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Purchaser or any of their Representativesrespective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, including any materials or information made available in the Electronic Data Room or in connection with presentations by with, this Agreement or the Company’s management Transactions. None of Parent, Purchaser of any of their Affiliates is relying upon and each of Parent, Purchaser and their Affiliates specifically disclaims that it is relying upon or otherwise, are not and shall not be deemed to be or include has relied upon any such other representations or warranties unless that may have been made by any Person, and to acknowledges and agrees that the extent Acquired Entities and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent other representations and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigationwarranties.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof and to the knowledge of Parent, they and their Representatives, to their satisfaction, (a) have received full access to (i) such books and records, facilities, equipment, contracts and other assets of the Company and its subsidiaries and Affiliated Entities which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement Article III and in any certificate delivered pursuant to Section 6.2(c), (ax) neither the Company nor any of its subsidiaries or Affiliated Entities makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger or the Merger other transactions contemplated by this Agreement and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this AgreementAgreement and in any certificate delivered pursuant to Section 6.2(c), (by) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII or in any certificate delivered pursuant to Section 6.2(c). Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub acknowledge that, as of the date hereof and to the knowledge of Parent, they and their Representatives (a) have received full access to (i) such books and records, facilities, equipment, contracts and other assets of the Company which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room, and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this AgreementAgreement or any certificate delivered pursuant to Section 7.2(d) or the second paragraph of Annex I, (b) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. IV and in any certificate a delivered pursuant to Section 7.2(d) or the second paragraph of Annex I. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. The Company acknowledges that, as of the date hereof, it and its Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and Acquisition Sub each its Subsidiaries which the Company and its Representatives have requested to review and (ii) the electronic data room for Project Elastic maintained by Parent for purposes of the transactions contemplated by this Agreement and (b) have had full opportunity to meet with the management of Parent and its Subsidiaries and to discuss the business and assets of Parent and its Subsidiaries. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V and in certifications delivered pursuant to this Agreement Agreement, and the representations of the Parent Significant Stockholders or the Company Significant Stockholder in the Voting Agreements, (a) neither the Company Parent nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer Merger and the Merger and Parent and Acquisition Sub are Company is not relying on any representation or warranty except for those expressly set forth in Article V, in certifications delivered pursuant to this Agreement, and the representations of the Parent Significant Stockholders or the Company Significant Stockholder in the Voting Agreements, (b) no person Person has been authorized by the Company Parent or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub the Company as having been authorized by such entity, entity and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Company or any of their its Representatives, including any materials or information made available in the electronic data room for Project Elastic maintained by Parent for purposes of the transactions contemplated by this Agreement (the “Electronic Data Room or Room”), via confidential memorandum, in connection with presentations by the CompanyParent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it V. The Company has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries Parent and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the OfferMerger, the Merger and the Financing, each of Parent and Acquisition Sub Company has relied on the results of its own independent investigationreview and analysis. Notwithstanding anything herein to the contrary, nothing in this Agreement shall affect the ability of the Company to bring claims for Fraud.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent Patent Purchaser acknowledges that, as of the date hereof, it and Acquisition Sub each its Representatives (a) have except as set forth in this Agreement received full access to (i) Seller’s files and records relating to the Assigned Patents, including the Patent Documentation, which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room, and (b) have had full opportunity to meet with the management of Seller to discuss and evaluate the Assigned Patents and to review publicly-available information regarding the Assigned Patents of Seller and Seller Affiliates. Patent Purchaser further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (aA) neither the Company Seller nor any of its subsidiaries Affiliates makes, or has made, any representation or warranty relating to itself the Assigned Patents or its business or otherwise in connection with the Offer this Agreement and the Merger and Parent and Acquisition Sub are Patent Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, (bB) no person has been authorized by the Company Seller or any of its subsidiaries to make any representation or warranty relating to itself or its business the Assigned Patents or otherwise in connection with the Offer and Mergerthis Agreement, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub Patent Purchaser as having been authorized by such entitySeller, and (cC) any estimate, projection, prediction, data, opinions, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub Patent Purchaser or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, its representatives are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII. Each of Parent and Acquisition Sub Patent Purchaser acknowledges that it has conducted, conducted to its satisfaction, its own independent investigation of the conditionscope, operations history and business value of the Company and its subsidiaries andAssigned Patents. Without limiting the foregoing, in making its determination Seller hereby disclaims any warranty (1) that any of the Assigned Patents could not be invalidated or otherwise become the subject of proceedings challenging Seller’s rights with respect to proceed with any of the TransactionsAssigned Patents, including (2) of merchantability or fitness for a particular purpose, or (3) that the Offermanufacture, use, sale, importation or other exploitation of any products, technology or services will not be the Merger and subject of any third-party Intellectual Property infringement claims (whether or not such products, technology or services are covered by the Financing, each claims of Parent and Acquisition Sub has relied on any of the results of its own independent investigationAssigned Patents).

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in certifications delivered pursuant to this Agreement Agreement, and the representations of the Parent Significant Stockholders or the Company Significant Stockholder in the Voting Agreements, (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article IV and in certifications delivered pursuant to this Agreement, and the representations of the Parent Significant Stockholders and Shareholder Representative in the Voting Agreements and the letter of transmittal (including any certificates delivered pursuant hereto or thereto), (b) no person Person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or Room, via confidential memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis. Notwithstanding anything herein to the contrary, nothing in this Agreement shall affect the ability of Parent to bring claims for Fraud.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof, they and their Representatives (a) have received access to (i) such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room, and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger Merger, and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person Person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise's management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that they and their Representatives have received access to such documents and information that they have requested to review, including those made available in a data room hosted by Datasite. Parent and Xxxxxx Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Article V or any certificate delivered pursuant to this Agreement Agreement, (ai) neither the Company nor any of its subsidiaries the Subsidiaries of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub have not relied and are not relying on any representation or warranty except for those expressly set forth in this Agreementwarranty, (bii) no person Person has been authorized by the Company or any of its subsidiaries the Subsidiaries of the Company, expressly or impliedly, to make any representation or warranty relating to itself the Company or its business any of the Subsidiaries of the Company or their respective businesses or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, the Company or any of the Subsidiaries of the Company and (ciii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available for purposes of the transactions contemplated by this Agreement, marketing material, confidential information memorandum, management presentation, functional break-out discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in the Electronic Data Room or any other form in connection with presentations the transactions contemplated by the Company’s management or otherwisethis Agreement, are not and shall not be deemed to be or include representations or warranties unless (and neither the Company nor any other Person will have any liability or other obligation to the extent Parent, Merger Sub or their respective Affiliates or Representatives or any other Person resulting from such materials Person’s use of such material or information is the subject of any express representation or warranty set forth in Article IVinformation). Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in this Agreement Article V, (ai) neither the Company nor any of its subsidiaries the Company Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub have not relied and are not relying on any representation or warranty except for those expressly set forth in this Agreementwarranty, (bii) no person Person has been authorized by the Company or any of its subsidiaries the Company Subsidiaries, expressly or impliedly, to make any representation or warranty relating to itself the Company or its business any of the Company Subsidiaries or their respective businesses or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, the Company or any of the Company Subsidiaries and (ciii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available for purposes of the transactions contemplated by this Agreement, marketing material, confidential information memorandum, management presentation, functional break-out discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in the Electronic Data Room or any other form in connection with presentations the transactions contemplated by the Company’s management or otherwisethis Agreement, are not and shall not be deemed to be or include representations or warranties unless (and neither the Company nor any other Person will have any liability or other obligation to the extent Parent, Merger Sub or their respective Affiliates or Representatives or any other Person resulting from such materials Person’s use of such material or information is the subject of any express representation or warranty set forth in Article IVinformation). Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis.

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received reasonable access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and the Company Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room and (b) have had the reasonable opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business and assets of the Company and the Company Subsidiaries. Parent and Merger Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in this Agreement ARTICLE V, (ax) neither the Company nor any of its subsidiaries the Company Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub have not relied and are not relying on any representation or warranty except for those expressly set forth in this Agreementwarranty, (by) no person Person has been authorized by the Company or any of its subsidiaries the Company Subsidiaries to make any representation or warranty relating to itself the Company or its business any of the Company Subsidiaries or their respective businesses or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, the Company or any of the Company Subsidiaries and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room Room, marketing material, confidential information memorandum, management presentation, functional break-out discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with presentations the transactions contemplated by the Company’s management or otherwisethis Agreement, are not and shall not be deemed to be or include representations or warranties unless (and neither the Company nor any other Person will have liability or other obligation to the extent Parent, Merger Sub or their respective Affiliates or Representatives or any other Person resulting from such materials Person’s use of such material or information is the subject of any express representation or warranty set forth in Article IVinformation). Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries the Company Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis and the representations and warranties of the Company set forth in this Agreement.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent Buyer acknowledges (for itself and Acquisition Sub each on behalf of its Affiliates and Representatives) that, as of the date hereof, Buyer and its Affiliates and Representatives (a) have received full access to (i) such books and records, facilities, equipment, contracts and other assets of the Company that Buyer and its Affiliates and Representatives, as of the date hereof, have requested to review and (ii) the electronic data room hosted by the Company in connection with the Transactions, and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Buyer acknowledges and agrees (for itself and on behalf of its Affiliates and Representatives) that, except for the representations and warranties expressly set forth in this Agreement the Transaction Agreements, (ai) neither none of Seller, the Company nor any of its subsidiaries Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to itself Seller, the Company, its Subsidiaries or its business any of their businesses or operations or otherwise in connection with the Offer this Agreement and the Merger Transactions, and Parent and Acquisition Sub are not neither Buyer nor any of its Affiliates or Representatives is relying on any representation or warranty except for those expressly set forth in this Agreementthe Transaction Agreements, (bii) no person Person has been authorized by Seller, the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself Seller, the Company, its Subsidiaries or its business any of their businesses or operations or otherwise in connection with this Agreement or the Offer and MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent Buyer or Acquisition Sub any of its Affiliates and Representatives as having been authorized by such entitySeller, the Company or any of its Subsidiaries (or any other Person), and (ciii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub Buyer or any of their its Affiliates or Representatives, including any materials or information made available in the Electronic Data Room electronic data room hosted by Seller in connection with the Transactions or in connection with presentations by the CompanySeller’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVthe Transaction Agreements. Each Buyer acknowledges (for itself and on behalf of Parent its Affiliates and Acquisition Sub acknowledges Representatives) that it has conducted, to its satisfaction, its own independent investigation of the conditionbusiness, operations and business financial condition of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent Buyer and Acquisition Sub has its Affiliates and Representatives have relied on the results of its their own independent investigation.. POLYCOM CONFIDENTIAL

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub acknowledge that, as of the date hereof, they and their Representatives (a) have received access to (i) the Electronic Data Room, and (ii) such books and records, contracts and other assets of the Company which they and their Representatives, as of the date hereof, have requested to review, and (b) have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided by the Company or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigationMerger.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent Purchaser acknowledges that, as of the date hereof, it and Acquisition Sub each its Representatives (a) have except as set forth in this Agreement received full access to Seller’s files and records relating to the Assigned Patents, including the Patent Documentation, which they and their Representatives, as of the date hereof, have requested to review, and (b) have had full opportunity to evaluate the Assigned Patents and to review publicly-available information regarding the Assigned Patents. Purchaser further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (aA) neither the Company Seller nor any of its subsidiaries Affiliates makes, or has made, any representation or warranty relating to itself the Assigned Patents or its business or otherwise in connection with the Offer this Agreement and the Merger and Parent and Acquisition Sub are Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, ; (bB) no person has been authorized by the Company or any of its subsidiaries Seller to make any representation or warranty relating to itself or its business the Assigned Patents or otherwise in connection with the Offer and Mergerthis Agreement, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub Purchaser as having been authorized by such entity, Seller; and (cC) any estimate, projection, prediction, data, opinions, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub Purchaser or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, its representatives are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII. Each of Parent and Acquisition Sub Purchaser acknowledges that it has conducted, conducted to its satisfaction, its own independent investigation of the conditionscope, operations history and business value of the Company and its subsidiaries andAssigned Patents. Without limiting the foregoing, in making its determination Seller hereby disclaims any warranty (1) that the Assigned Patents could not be invalidated or otherwise become the subject of proceedings challenging Seller’s rights with respect to proceed with the TransactionsAssigned Patents, including (2) of merchantability or fitness for a particular purpose, or (3) that the Offermanufacture, use, sale, importation or other exploitation of any products, technology or services will not be the Merger and subject of any third-party Intellectual Property infringement claims (whether or not such products, technology or services are covered by the Financing, each claims of Parent and Acquisition Sub has relied on the results of its own independent investigationAssigned Patents).

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received access to such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (b) have had opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement ARTICLE II, (ai) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with as to the Offer and accuracy or completeness of any information concerning the Merger Company provided by or on behalf of the Company or otherwise, and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this AgreementARTICLE II, (bii) no person Person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement or the Offer and MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (ciii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or electronic and physical data rooms in connection with the Transactions, via confidential information memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVARTICLE II. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries and, Subsidiaries and in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Merger Sub has relied solely on the results of its own independent investigationreview and analysis and the covenants, representations and warranties of the Company contained in ARTICLE II. Notwithstanding the foregoing, nothing in this Section 3.12 will limit any remedy the Company may have in the event of any fraud committed by Parent or Merger Sub in connection with this Agreement.

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, Contracts and other assets of the Company and the Company Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business and assets of the Company and the Company Subsidiaries. Parent and Merger Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Article V or any certificate delivered pursuant to this Agreement Agreement, (ax) neither the Company nor any of its subsidiaries the Company Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub have not relied and are not relying on any representation or warranty except for those expressly set forth in this Agreementwarranty, (by) no person Person has been authorized by the Company or any of its subsidiaries the Company Subsidiaries to make any representation or warranty relating to itself the Company or its business any of the Company Subsidiaries or their respective businesses or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room Room, marketing material, confidential information memorandum, management presentation, functional break-out discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with presentations the transactions contemplated by the Company’s management or otherwisethis Agreement, are not and shall not be deemed to be or include representations or warranties unless (and neither the Company nor any other Person will have liability or other obligation to the extent Parent, Merger Sub or their respective Affiliates or Representatives or any other Person resulting from such materials Person’s use of such material or information is the subject of any express representation or warranty set forth in Article IVinformation). Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries the Company Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof and to the knowledge of Parent, they and their Representatives, to their satisfaction, (a) have received full access to (i) such books and records, facilities, equipment, contracts and other assets of the Company which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement Article III and in any certificate delivered pursuant to Section 6.2(c) or Annex I, (ax) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Offer, the Merger or the other transactions contemplated by this Agreement and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this AgreementAgreement and in any certificate delivered pursuant to Section 6.2(c) or Annex I, (by) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. III or in any certificate delivered pursuant to Section 6.2(c) or Annex I. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the Financing, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent Purchaser acknowledges that, as of the date hereof, it and Acquisition Sub each its Representatives (a) have except as set forth in this Agreement received full access to Seller’s files and records relating to the Assigned Patent, including the Patent Documentation, which they and their Representatives, as of the date hereof, have requested to review, and (b) have had full opportunity to evaluate the Assigned Patent and to review publicly-available information regarding the Assigned Patent. Purchaser further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (aA) neither the Company Seller nor any of its subsidiaries Affiliates makes, or has made, any representation or warranty relating to itself the Assigned Patent or its business or otherwise in connection with the Offer this Agreement and the Merger and Parent and Acquisition Sub are Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, ; (bB) no person has been authorized by the Company or any of its subsidiaries Seller to make any representation or warranty relating to itself or its business the Assigned Patent or otherwise in connection with the Offer and Mergerthis Agreement, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub Purchaser as having been authorized by such entity, Seller; and (cC) any estimate, projection, prediction, data, opinions, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub Purchaser or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, its representatives are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII. Each of Parent and Acquisition Sub Purchaser acknowledges that it has conducted, conducted to its satisfaction, its own independent investigation of the conditionscope, operations history and business value of the Company and its subsidiaries andAssigned Patent. Without limiting the foregoing, in making its determination Seller hereby disclaims any warranty (1) that the Assigned Patent could not be invalidated or otherwise become the subject of proceedings challenging Seller’s rights with respect to proceed with the TransactionsAssigned Patent, including (2) of merchantability or fitness for a particular purpose, or (3) that the Offermanufacture, use, sale, importation or other exploitation of any products, technology or services will not be the Merger and subject of any third-party Intellectual Property infringement claims (whether or not such products, technology or services are covered by the Financing, each claims of Parent and Acquisition Sub has relied on the results of its own independent investigationAssigned Patent).

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub acknowledge that, to their knowledge, as of the date hereof, they and their Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which they and their Representatives, as of the date hereof, have requested to review, and that they and their Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent and Acquisition Sub each acknowledges and agrees that, except for without limitation of the representations and warranties expressly set forth in this Agreement and except as otherwise set forth in this Agreement or the Voting Agreement, (a) neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective Representatives on behalf of the Company or any of its subsidiaries, nor any other person on behalf of the Company or any of its subsidiaries, makes, or has made, any representation or warranty relating to itself the Company or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement or the Voting Agreement, (b) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself the Company or any of its business subsidiaries or otherwise their respective businesses in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entityperson, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information regarding the Company provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwise, Representatives are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the a subject of any express a representation or warranty set forth in Article IV. Each IV of Parent this Agreement and (d) neither the Company nor any of its subsidiaries, nor any of their respective Representatives, nor any other person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Acquisition Sub acknowledges that it has conductedor any of their affiliates, to its satisfactionstockholders or Representatives resulting from the distribution of or use by Parent, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results or any of its own independent investigationtheir affiliates, stockholders or Representatives of such information, unless any such materials or information is a subject of a representation or warranty set forth in Article IV of this Agreement.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof, they and their Representatives (a) have received access to, (i) to the knowledge of Parent, such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room, and (b) have had a full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger Merger, and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person Person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement Article III or in the certificate delivered by the Company pursuant to Section 6.02(d), (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and this Agreement, the Merger or the other transactions contemplated by this Agreement and Parent and Acquisition Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer this Agreement and Merger, and if made, such representation or warranty must shall not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (c) any financial estimate, projection, prediction, data, financial information, memorandum, presentation forecasts or plans or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with Table of Contents presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and then only to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, (a) the Company does not make, and has not made, any representations or warranties relating to any of the Deer Valley Companies and (b) except for the representations and warranties expressly set forth in this Agreement (ai) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (bii) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (ciii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room an electronic data room or in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IVIII. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger Offer and the FinancingMerger, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company or any of its subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent and Acquisition Merger Sub acknowledge that, as of the date hereof, they and their Representatives (a) have received access to (i) such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room, and (b) have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) neither the Company nor any of its subsidiaries Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger Merger, and Parent and Acquisition Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person Person has been authorized by the Company or any of its subsidiaries Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or in connection with presentations by the Company’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigation.

Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and the Company Subsidiaries which they and their Representatives, as of the date hereof, have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business and assets of the Company and the Company Subsidiaries. Parent and Merger Sub each acknowledges acknowledge and agrees agree that, except for the representations and warranties expressly set forth in this Agreement Article V, (ax) neither the Company nor any of its subsidiaries the Company Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Offer and the Merger and Parent and Acquisition Merger Sub have not relied and are not relying on any representation or warranty except for those expressly set forth in this Agreementwarranty, (by) no person Person has been authorized by the Company or any of its subsidiaries the Company Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Offer and Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Merger Sub as having been authorized by such entity, entity and (cz) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room or Room, via confidential memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. V. Each of Parent and Acquisition Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review and analysis of the businesses, assets, condition, operations and business prospects of the Company and its subsidiaries the Company Subsidiaries and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, including the Offer, the Merger and the FinancingMerger, each of Parent and Acquisition Merger Sub has relied on the results of its own independent investigationreview and analysis.

Acknowledgement of Disclaimer of Other Representations and Warranties. Parent The Buyer acknowledges (for itself and Acquisition Sub each on behalf of its Affiliates and Representatives) that, as of the date hereof, the Buyer and its Affiliates and Representatives (a) have received access to (i) books and records, facilities, equipment, contracts and other assets of the Acquired Companies and (ii) the electronic data room hosted by the US Seller in connection with the Transactions, and (b) have had an opportunity to meet with the management of the Acquired Companies and to discuss the business and assets of the Acquired Companies. The Buyer acknowledges and agrees (for itself and on behalf of its Affiliates and Representatives) that, except for the representations and warranties expressly set forth in this Agreement and the other Transaction Agreements, and except with respect to fraud, (a) neither none of the Company nor Sellers (or any of its subsidiaries other Person) makes, or has made, any representation or warranty relating to itself the Sellers, any of the Acquired Companies or its business any of their businesses or operations or otherwise in connection with the Offer this Agreement and the Merger Transactions, and Parent and Acquisition Sub are not neither the Buyer nor any of its Affiliates or Representatives is relying on any representation or warranty except for those expressly set forth in this AgreementAgreement and the other Transaction Agreements, (b) no person Person has been authorized by the Company Sellers or any of its subsidiaries the Acquired Companies to make any representation or warranty relating to itself the Sellers, any of the Acquired Companies or its business any of their businesses or operations or otherwise in connection with this Agreement or the Offer and MergerTransactions, and if made, such representation or warranty must not be relied upon by Parent the Buyer or Acquisition Sub any of its Affiliates or Representatives as having been authorized by such entitythe Sellers or any of the Acquired Companies (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Buyer or any of their its Affiliates or Representatives, including any materials or information made available in the Electronic Data Room electronic data room hosted by the US Seller in connection with the Transactions or in connection with presentations by the CompanyUS Seller’s management or otherwisemanagement, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV. Each of Parent and Acquisition Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and its subsidiaries and, in making its determination to proceed with the Transactions, including the Offer, the Merger this Agreement and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent investigationother Transaction Agreements.