Common use of Acknowledgment of No Other Representations or Warranties Clause in Contracts

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) except as expressly set forth in Article III, none of Seller, the other Seller Entities or any of their respective Representatives has made or makes any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any representation or warranty with respect to any projections, forecasts, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities or the Business or any other future business, operations or affairs of the Business, (c) the Purchaser Parties have not relied on any representation or warranty or other information described in this Section 4.35 in determining to enter into this Agreement or otherwise and (d) none of Seller, the other Seller Entities or any of their respective Affiliates shall have, or be subject to, any Liability to the Purchaser Parties or any of their Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents or the Transactions.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) Except for the representations and warranties contained in this Article IV, neither Purchaser nor its Affiliates, Representatives or any other Person makes any express or implied representation or warranty to the Seller Entities in connection with the Transaction and the other transactions contemplated by this Agreement (other than any representations or warranties contained in any other Transaction Document, the Guaranty or the Equity Commitment Letter). Purchaser acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in Article III, none of neither Seller, the other Seller Entities or nor any of their respective Affiliates, Representatives has made or any other Person makes any representation express or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any implied representation or warranty with respect to any projectionsSeller, forecaststhe other Seller Entities, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (the Purchased Companies or any component thereof)of their respective Subsidiaries or Affiliates, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities Business or with respect to any other information provided, or made available, to Purchaser or any of its Affiliates or Representatives in connection with the Business transactions contemplated hereby. Except as expressly set forth in this Agreement, Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other future businessPerson will have, operations or affairs be subject to, any Liability to Purchaser, its Affiliates or Representatives or any other Person resulting from Purchaser’s or its Affiliates’ use of, or the use by any of the Businessits Affiliates or Representatives, (c) the Purchaser Parties have not relied on of any representation or warranty information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material or Highly Confidential Information (each as defined in the applicable Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information described in this Section 4.35 in determining to enter into this Agreement memorandum, management presentations, offering materials, site tours or otherwise and (d) none of visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates shall haveor Representatives, or be subject toPurchaser or its Affiliates or Representatives, any Liability to the Purchaser Financing Parties or any of their Representatives resulting from the distribution Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Purchaser Parties acknowledges and agrees that it is not relying on any representation or their Representativeswarranty of Seller, the other Seller Entities, or the Purchaser Parties’ any of their Affiliates or their Representatives’ use of, any such information, including any information, documents Representatives or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form Person, other than those representations and warranties specifically set forth in expectation Article III. Purchaser acknowledges and agrees that each of or negotiation of this Agreement, the Transaction Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article III. Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets or the Retained Liabilities and further acknowledges and agrees to the matters set forth in Section 3.25(b) with respect to the New Subsidiaries. (b) Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, liabilities and businesses and, in making the determination to proceed with the transactions contemplated hereby. Notwithstanding anything contain to herein to , has relied solely on the contrary, that results of its own independent investigation and the representations and warranties set forth in no event shall Article III and the foregoing acknowledgements covenants and disclaimers be deemed to exclude Liability for fraud committed by any obligations of the Seller Entities set forth in connection with this Agreement, Agreement and the other Transaction Documents Documents. In light of these inspections and investigations and the representations, warranties set forth in Article III and the covenants and obligations made to Purchaser by the Seller Entities in this Agreement and the other Transaction Documents, Purchaser is relinquishing any right to any claim based on any representations, warranties, covenants or obligations of the Seller Entities other than those representations and warranties specifically included in Article III and those covenants or obligations of the Seller Entities specifically included in this Agreement or the Transactionsother Transaction Documents.

Acknowledgment of No Other Representations or Warranties. The Each of Purchaser Parties expressly agree and acknowledgeits Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, on behalf of themselves and their Affiliatesoperations, that (a) except as expressly set forth in Article IIIassets, none of Sellerliabilities, the other Seller Entities or any of their respective Representatives has made or makes any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations, condition (financial or otherwise) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality and prospects of the foregoingCompany. Each of Purchaser and its Affiliates acknowledges and agrees that, none of Sellerexcept for the representations and warranties contained in Article II, neither the Seller Entities or Company nor any of their respective Representatives has made or its Subsidiaries, nor any other Person, makes any express or implied representation or warranty with respect to any projectionsCompany Group Member or their respective businesses, forecastsoperations, plansassets, liabilities, employees, employee benefit Plans, conditions or prospects, estimatesand the Company hereby disclaims any such other representations or warranties. In particular, budgets or other information regarding future revenueswithout limiting the foregoing disclaimer, expenses or expendituresneither the Company nor any of its Subsidiaries, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities or the Business or nor any other future businessPerson, operations makes or affairs of the Business, (c) the Purchaser Parties have not relied on has made any representation or warranty to the Purchaser, or other any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information described relating to any Company Group Member or their respective business, or (ii) except for the representations and warranties made by the Company in this Section 4.35 Article II, any oral or written information presented to the Purchaser or any of its Affiliates or representatives in determining to enter into the course of their due diligence investigation of the Company, the negotiation of this Agreement or otherwise and (d) none in the course of Seller, the other Seller Entities or any of their respective Affiliates shall have, or be subject to, any Liability to the Purchaser Parties or any of their Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein To the fullest extent permitted by applicable Law, except with respect to the contraryrepresentations and warranties contained in Article II, that in no event shall neither the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by Company nor any of its Affiliates shall have any liability (except in the Seller Entities case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in connection with contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates to Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, the other Transaction Documents or the Transactions.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) except Purchaser acknowledges and agrees that certain of the Seller Entities and the Purchased Companies or their Subsidiaries (the “New Subsidiaries”) may be established, formed or incorporated, as expressly applicable, following the date of this Agreement and prior to the Closing in accordance with the Closing Structure, and such New Subsidiaries are therefore not in existence as of the date of this Agreement. Accordingly, Purchaser acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Seller makes no representations and warranties as of the date of this Agreement with respect to the New Subsidiaries, including the organization, good standing, authority, capital structure, operations and Liabilities of any such New Subsidiary as of or prior to the date of each respective New Subsidiary’s establishment, formation or incorporation. Seller may, at any time prior to the Closing, with reasonable prior notice to Purchaser, supplement or amend the lists set forth in Section 2.4(a), Section 3.2(c)(i) or Section 3.2(c)(ii) of the Seller Disclosure Schedules to reflect the Closing Structure, including to reflect the establishment, formation or incorporation of any New Subsidiaries. (b) Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article III, none of neither Seller, the other Seller Entities or nor any of their respective Affiliates, Representatives has made or any other Person makes any representation express or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any implied representation or warranty with respect to any projectionsSeller, forecaststhe other Seller Entities, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (the Purchased Companies or any component thereof)of their respective Subsidiaries or Affiliates, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities Business or with respect to any other information provided, or made available, to Purchaser or any of its Affiliates or Representatives in connection with the Business Transactions. Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other future businessPerson will have, operations or affairs of the Businessbe subject to, (c) the Purchaser Parties have not relied on any representation or warranty Liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person resulting Purchaser’s use of, or the use by any of its Affiliates or Representatives, of any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information described in this Section 4.35 in determining to enter into this Agreement memorandum, management presentations, offering materials, site tours or otherwise and (d) none of visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates shall haveor Representatives, or be subject toPurchaser or its Affiliates or Representatives, or any Liability of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the Transactions. Purchaser Parties acknowledges and agrees that it is not relying on any representation or warranty of Seller, the other Seller Entities, or any of their Affiliates or Representatives resulting from or any other Person, other than those representations and warranties specifically set forth in Article III. Purchaser acknowledges and agrees that each of Seller and the distribution other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article III. Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets or the Retained Liabilities. (c) Purchaser Parties acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, liabilities and businesses and, in making the determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in Article III hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in Article III. (d) Purchaser acknowledges that neither Seller nor any of its Affiliates has made any warranty, express or their Representativesimplied, as to the prospects of the Business or its profitability for Purchaser, or the Purchaser Parties’ with respect to any forecasts, projections or their Representatives’ use of, any such information, business plans or other information (including any information, documents Confidential Information (as defined in the Confidentiality Agreement)) delivered to Purchaser or material made available to the Purchaser Parties any of its Affiliates or their Representatives in any “data rooms,” management presentations or in any other form in expectation connection with Purchaser’s review of or the Business and the negotiation and execution of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein including as to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents accuracy or completeness thereof or the Transactionsreasonableness of any assumptions underlying any such forecasts, projections or business plans or other information.

Acknowledgment of No Other Representations or Warranties. The Each of Purchaser Parties expressly agree and acknowledgeits Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, on behalf of themselves and their Affiliatesoperations, that (a) except as expressly set forth in Article IIIassets, none of Sellerliabilities, the other Seller Entities or any of their respective Representatives has made or makes any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations, condition (financial or otherwise) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality and prospects of the foregoingCompany and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees that, none of Sellerexcept for the representations and warranties contained in Article II, neither the Seller Entities or Company nor any of their respective Representatives has made or its Subsidiaries, nor any other Person, makes any express or implied representation or warranty with respect to any projectionsCompany Group Member or their respective businesses, forecastsoperations, plansassets, liabilities, employees, employee benefit Plans, conditions or prospects, estimatesand the Company hereby disclaims any such other representations or warranties and the Purchaser acknowledges that neither it nor any Affiliate thereof have relied on any information or material other than the express representations and warranties set forth in Article II. In particular, budgets or other information regarding future revenueswithout limiting the foregoing disclaimer, expenses or expendituresneither the Company nor any of its Subsidiaries, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities or the Business or nor any other future businessPerson, operations makes or affairs of the Business, (c) the Purchaser Parties have not relied on has made any representation or warranty to the Purchaser, or other any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information described relating to any Company Group Member or their respective business, or (ii) except for the representations and warranties made by the Company in this Section 4.35 Article II, any oral or written information presented to the Purchaser or any of its Affiliates or representatives in determining to enter into the course of their due diligence investigation of the Company, the negotiation of this Agreement or otherwise and (d) none in the course of Seller, the other Seller Entities or any of their respective Affiliates shall have, or be subject to, any Liability to the Purchaser Parties or any of their Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein To the fullest extent permitted by applicable Law, except with respect to the contraryrepresentations and warranties contained in Article II, that in no event shall neither the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by Company nor any of its Affiliates shall have any liability (except in the Seller Entities case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in connection with contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates to Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, the other Transaction Documents or the Transactions.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree agrees and acknowledgeacknowledges, on behalf of themselves itself and their its Affiliates, that that: (a) except as expressly set forth in Article III, none of Seller, the other Seller Entities or any of their respective Representatives has made or makes any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or and results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their its Representatives, except as expressly set forth in Article III, in any certificate delivered hereunder or in any other Transaction Document, (b) none of Seller, the other Seller Entities or any of their respective Representatives has made or makes any representation or warranty, expressed or implied as to the Excluded Assets and Retained Liabilities, (c) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any representation or warranty with respect to any projections, forecasts, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities or the Business or any other future business, operations or affairs of the Business, , (cd) the Purchaser Parties have has not relied on any representation or warranty or other information described in this Section 4.35 4.9 in determining to enter into this Agreement or otherwise and otherwise, except as expressly set forth in Article III, any certificate delivered pursuant to this Agreement, or in any other Transaction Document, (de) without limiting the effect of any of Seller’s representations or warranties expressly set forth in Article III, none of Seller, the other Seller Entities or any of their respective Affiliates shall have, or be subject to, any Liability to the Purchaser Parties or any of their its Representatives resulting from the distribution to the Purchaser Parties or their its Representatives, or the Purchaser Parties’ Purchaser’s or their its Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their its Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, and (f) should the Closing occur, Purchaser (and its Affiliates) shall acquire the Purchased Assets (including the Direct Purchased Entity Shares), the Assumed Liabilities and the Business without any representation or warranty as to merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as expressly set forth in this Agreement or in any certificate delivered hereunder or in any other Transaction Documents or the TransactionsDocument.

Acknowledgment of No Other Representations or Warranties. (a) The Purchaser Parties expressly acknowledge and agree that, except for the representations and acknowledge, on behalf of themselves and their Affiliates, that (a) except as expressly set forth warranties contained in Article IIIIII and in the other Transaction Documents, none of Seller, the other Seller Entities or any of their respective Affiliates, Representatives has made or any other Person makes any express or implied representation or warrantywarranty with respect to Seller, expressed the other Seller Entities, or impliedany of their respective Subsidiaries or Affiliates, as to the Purchased Assets, the Assumed LiabilitiesBusiness or with respect to any other information provided, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available available, to the Purchaser Parties or their Representatives, (b) without limiting any of its Affiliates or Representatives in connection with the generality of Transactions and the foregoing, other transactions contemplated by this Agreement or the other Transaction Documents. The Purchaser Parties acknowledge and agree that none of Seller, the other Seller Entities or any of their respective Affiliates, Representatives has made or makes any representation other Person will have, or warranty with respect be subject to, any Liability or other obligation to the Purchaser Parties, their Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business to Purchaser or its Affiliates or the Purchaser Parties’ use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, plans, prospects, estimates, budgets business plans or other material (including any Confidential Information (as defined in the Seller Confidentiality Agreement)) made available to the Purchaser Parties, their Affiliates or Representatives in any virtual data room, confidential information regarding future revenuesmemorandum, expenses management presentations, offering materials, site tours or expendituresvisits, future results of operations (diligence calls or meetings or any component thereof)documents prepared by, future cash flows (or on behalf of, Seller, the other Seller Entities or any component thereof) of their respective Affiliates or future financial condition (Representatives, or any component thereof) of the Purchased Assets, the Assumed Liabilities or the Business or any other future business, operations or affairs of the Business, (c) the Purchaser Parties have or their Affiliates or Representatives. Each of Parent and Purchaser acknowledges and agrees that it is not relied relying on any representation or warranty of Seller, the other Seller Entities, or any of their Affiliates or Representatives or any other information described Person, other than those representations and warranties specifically set forth in this Section 4.35 Article III and in determining to enter into this Agreement the other Transaction Documents. The Purchaser Parties acknowledge and agree that each of Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or otherwise implied, except for the representations and (d) warranties contained in Article III or in the other Transaction Documents. The Purchaser Parties acknowledge and agree that none of Seller, the other Seller Entities or any of their respective Affiliates shall havemakes any express or implied representation or warranty with respect to the Excluded Assets or the Retained Liabilities. (b) Each of the Purchaser Parties has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of the transactions contemplated hereby or by the other Transaction Documents and acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, liabilities and businesses and, in making the determination to proceed with the transactions contemplated hereby or by the other Transaction Documents, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III and in the other Transaction Documents. In light of these inspections and investigations and the representations and warranties made to the Purchaser Parties by Seller in Article III hereof and in the other Transaction Documents, the Purchaser Parties are relinquishing any right to any claim based on any representations and warranties other than those specifically included in Article III and in the other Transaction Documents. (c) Each of the Purchaser Parties acknowledges that neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability for the Purchaser Parties, or be subject towith respect to any forecasts, projections or business plans or other information (including any Liability Confidential Information (as defined in the Seller Confidentiality Agreement)) delivered to the Purchaser Parties or any of their Affiliates or Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or in connection with the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to review of the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or Business and the negotiation and execution of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein including as to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents accuracy or completeness thereof or the Transactionsreasonableness of any assumptions underlying any such forecasts, projections or business plans or other information.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) Purchaser acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in Article III, none neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Seller, the other Seller Entities or any of their respective Representatives has made or makes any representation or warrantyAffiliates, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of with respect to any other information regarding the Purchased Assetsprovided, the Assumed Liabilities or the Business furnished or made available available, to Purchaser or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of acknowledges and agrees that neither Seller, the other Seller Entities or nor any of their respective Affiliates, Representatives has made or makes any representation other Person will have, or warranty with respect be subject to, any Liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business to Purchaser or its Affiliates or Purchaser’s use of, or the use by any of its Affiliates or Representatives, of any information, including information, documents, projections, forecasts, plans, prospects, estimates, budgets business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information regarding future revenuesmemorandum, expenses management presentations, offering materials, site tours or expendituresvisits, future results of operations (diligence calls or meetings or any component thereof)documents prepared by, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assetson behalf of, the Assumed Liabilities or the Business or any other future business, operations or affairs of the Business, (c) the Purchaser Parties have not relied on any representation or warranty or other information described in this Section 4.35 in determining to enter into this Agreement or otherwise and (d) none of Seller, the other Seller Entities or any of their respective Affiliates shall haveor Representatives, or be subject to, any Liability Purchaser or its Affiliates or Representatives with respect to the transactions contemplated by this Agreement. Purchaser Parties acknowledges and agrees that it is not relying on any representation or warranty of Seller, the other Seller Entities, or any of their Affiliates or Representatives resulting from or any other Person, other than those representations and warranties specifically set forth in Article III. Purchaser acknowledges and agrees that each of Seller and the distribution other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article III. (b) Purchaser acknowledges that it has conducted an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, liabilities and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III. (c) Purchaser acknowledges that neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the Purchaser Parties prospects of the Business or their Representativesits profitability for Purchaser, or the Purchaser Parties’ with respect to any forecasts, projections or their Representatives’ use of, any such information, business plans or other information (including any information, documents Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser or material made available to the Purchaser Parties any of its Affiliates or their Representatives in any “data rooms,” management presentations or in any other form in expectation connection with Purchaser’s review of or the Business and the negotiation and execution of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein including as to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents accuracy or completeness thereof or the Transactionsreasonableness of any assumptions underlying any such forecasts, projections or business plans or other information.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) Seller acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in Article IIIIV and in the other Transaction Documents, none of SellerParent, the other Seller Entities Purchaser or any of their respective Affiliates, Representatives has made or any other Person makes any representation express or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any implied representation or warranty with respect to Parent, Purchaser, their respective Affiliates and businesses, the Share Issuance, the Parent Shares, the Parent Common Stock or with respect to any projections, forecasts, plans, prospects, estimates, budgets or other information regarding future revenuesprovided, expenses or expendituresmade available, future results of operations (to Seller or any component thereof), future cash flows (of its Affiliates or any component thereof) or future financial condition (or any component thereof) of Representatives in connection with the Purchased Assets, Transactions and the Assumed Liabilities or the Business or any other future business, operations or affairs of the Business, (c) the Purchaser Parties have not relied on any representation or warranty or other information described in this Section 4.35 in determining to enter into transactions contemplated by this Agreement or otherwise the other Transaction Documents. Seller acknowledges and (d) agrees that none of SellerParent, the other Seller Entities Purchaser or any of their respective Affiliates shall Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller, its Affiliates or Representatives or any other Person resulting from the Share Issuance or the issuance of the Parent Shares to Seller or Seller’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Purchaser Parties Confidentiality Agreement)) made available to Seller, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Parent, Purchaser or any of their respective Affiliates or Representatives. Seller acknowledges and agrees that it is not relying on any representation or warranty of Parent, Purchaser, or any of their Affiliates or Representatives resulting from or any other Person, other than those representations and warranties specifically set forth in Article IV and in the distribution other Transaction Documents. Seller acknowledges and agrees that each of Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article IV or in the other Transaction Documents. (b) Seller has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the transactions contemplated hereby or by the other Transaction Documents and acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations and projected operations of Parent, Purchaser and their respective Affiliates, and the nature and condition of their properties, assets, liabilities and businesses and, in making the determination to proceed with the transactions contemplated hereby and by the other Transaction Documents, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and in the other Transaction Documents. In light of these inspections and investigations and the representations and warranties made to Seller by Purchaser in Article IV hereof and in the other Transaction Documents, Seller is relinquishing any right to any claim based on any representations and warranties other than those specifically included in Article IV and in the other Transaction Documents. (c) Seller acknowledges that none of Parent, Purchaser or any of their Affiliates has made any warranty, express or implied, as to the Purchaser Parties prospects of their respective businesses or their Representativesprofitability, or with respect to any forecasts, projections or business plans or other information (including any Confidential Information (as defined in the Purchaser Parties’ Confidentiality Agreement)) delivered to Seller or their Representatives’ use of, any such information, including any information, documents of its Affiliates or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation connection with Seller’s review of or the Share Issuance, the Parent Shares and the Parent Common Stock and the negotiation and execution of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein including as to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents accuracy or completeness thereof or the Transactionsreasonableness of any assumptions underlying any such forecasts, projections or business plans or other information.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) Except for the representations and warranties contained in this Article IV, neither Purchaser nor its Affiliates, Representatives or any other Person makes any express or implied representation or warranty to the Seller Entities in connection with the Transaction and the other transactions contemplated by this Agreement (other than any representations or warranties contained in the Commitment Letter or any other Transaction Document). (b) Purchaser acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in Article III, none of neither Seller, the other Seller Entities or nor any of their respective Affiliates, Representatives has made or any other Person makes any representation express or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any implied representation or warranty with respect to any projectionsSeller, forecaststhe other Seller Entities, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (the Purchased Companies or any component thereof)of their respective Subsidiaries or Affiliates, future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities Business or with respect to any other information provided, or made available, to Purchaser or any of its Affiliates or Representatives in connection with the Business transactions contemplated hereby. Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other future businessPerson will have, operations or affairs be subject to, any Liability to Purchaser, its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the use by any of the Businessits Affiliates or Representatives, (c) the Purchaser Parties have not relied on of any representation or warranty information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information described in this Section 4.35 in determining to enter into this Agreement memorandum, management presentations, offering materials, site tours or otherwise and (d) none of visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates shall haveor Representatives, or be subject toPurchaser or its Affiliates or Representatives, or any Liability of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Purchaser Parties acknowledges and agrees that it is not relying on any representation or warranty of Seller, the other Seller Entities, or any of their Affiliates or Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form Person, other than those representations and warranties specifically set forth in expectation Article III. Purchaser acknowledges and agrees that each of or negotiation of this Agreement, the Transaction Seller and the other transactions contemplated hereby. Notwithstanding anything contain to herein to the contrary, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in connection with this AgreementArticle III. Purchaser acknowledges and agrees that neither Seller, the other Transaction Documents Seller Entities nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets or the TransactionsRetained Liabilities.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties acknowledges and agrees that, except for the representations and warranties expressly agree contained in Article III as modified by the Disclosure Schedules, and acknowledgethe Transaction Documents, on behalf neither Seller nor any of themselves and their its Affiliates, that (a) except as expressly set forth in Article III, none of Seller, the other Seller Entities Representatives or any of their respective Representatives has made or other Person makes any representation express or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Seller, the Seller Entities or any of their respective Representatives has made or makes any implied representation or warranty with respect to any projections, forecasts, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities Transferred Entities or the Business or with respect to any other future businessinformation provided, operations or affairs of the Businessmade available, (c) the to Purchaser Parties have not relied on any representation or warranty or other information described in this Section 4.35 in determining to enter into this Agreement or otherwise and (d) none of Seller, the other Seller Entities or any of their respective its Affiliates shall or Representatives in connection with the transactions contemplated hereby and by the other Transaction Documents. Except as expressly covered by a representation and warranty contained in Article III as modified by the Disclosure Schedules, without limiting any other terms of this Agreement, Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person resulting from Purchaser's use of, or the Purchaser Parties use by any of Purchaser's Affiliates or Representatives, of any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum or presentations, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller or any of their Representatives resulting from the distribution to the Purchaser Parties its Affiliates or their Representatives, or Purchaser or its Affiliates or Representatives, the Purchaser Parties’ Debt Financing Sources or their Representatives’ use of, any such information, including any information, documents or material made available of Purchaser's potential financing sources in connection with Purchaser's financing activities with respect to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of transactions contemplated by this Agreement. Purchaser acknowledges and agrees that, the Transaction in entering into this Agreement and the other transactions contemplated hereby. Notwithstanding anything contain to herein to the contraryTransaction Documents, that in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by it is not relying on any representation or warranty of Seller or any of its Affiliates or Representatives or any other Person, other than those representations and warranties expressly set forth in Article III as modified by the Seller Entities Disclosure Schedules and in connection with this Agreement, the other Transaction Documents Documents. Purchaser acknowledges and agrees that each of Seller and its Affiliates disclaims any and all representations and warranties, whether express or implied, except for the Transactionsrepresentations and warranties expressly contained in Article III as modified by the Disclosure Schedules and in the Transaction Documents.

Acknowledgment of No Other Representations or Warranties. The Purchaser Parties expressly agree and acknowledge, on behalf of themselves and their Affiliates, that (a) Purchasers acknowledge and agree that, except as expressly set forth for the express representations and warranties contained in Article III, none as qualified by any matter set forth in the Seller Disclosure Schedules, or Section 3 of Schedule 7.5(b), in any certificate delivered pursuant to Section 8.2(d), and in any of the other Transaction Documents, neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Seller, the other Seller Entities, the Purchased Entities or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchasers or any of their Affiliates or Representatives or any Equity Investors in connection with the Transaction or the other transactions contemplated by this Agreement, including as to the accuracy or completeness thereof. Purchasers acknowledge and agree that, except as explicitly set forth in a representation or warranty in Article III, as qualified by any matter set forth in the Seller Disclosure Schedules, or Section 3 of Schedule 7.5(b), in any cerficiate delivered pursuant to Section 8.2(d), and in any of the other Transaction Documents, neither Seller nor any of its Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the Business or its profitability for Purchasers, or with respect to any forecasts, projections or business plans or other forward looking information (including any Confidential Information (as defined in the Confidentiality Agreement)) delivered to Purchasers or any of their Affiliates or Representatives or any Equity Investors in connection with Purchasers’ review of the Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Purchasers acknowledge and agree that they are not relying on any representation or warranty of Seller, the other Seller Entities Entities, or any of their Affiliates or Representatives or any other Person, except for the express representations and warranties specifically contained in Article III as qualified by any matter set forth in the Seller Disclosure Schedules, or Section 3 of Schedule 7.5(b), in any certificate delivered pursuant to Section 8.2(d), and in any of the other Transaction Documents. Purchasers acknowledge and agree that each of Seller and the other Seller Entities and their respective Representatives has made or makes Affiliates disclaims any representation or warrantyand all representations and warranties, expressed whether express or implied, except for the express representations and warranties contained in Article III, as qualified by any matter set forth in the Seller Disclosure Schedules, or Section 3 of Schedule 7.5(b), in any certificate delivered pursuant to Section 8.2(d), and in any of the other Transaction Documents. Notwithstanding anything in this Agreement to the Purchased Assetscontrary, the Assumed Liabilities, the Business (or its financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (b) without limiting the generality of the foregoing, none of Purchasers acknowledge and agree that neither Seller, the other Seller Entities or nor any of their respective Affiliates, Representatives has made or any other Person makes any express or implied representation or warranty with respect to any projections, forecasts, plans, prospects, estimates, budgets or other information regarding future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchased Assets, the Assumed Liabilities Excluded Assets or the Business or any other future businessRetained Liabilities. (b) Purchasers have such knowledge and experience in financial and business matters, operations or affairs and are capable of evaluating the Business, (c) the Purchaser Parties have not relied on any representation or warranty or other information described in this Section 4.35 in determining to enter into this Agreement or otherwise merits and (d) none risks of Seller, the other Seller Entities or any of their respective Affiliates shall have, or be subject to, any Liability to the Purchaser Parties or any of their Representatives resulting from the distribution to the Purchaser Parties or their Representatives, or the Purchaser Parties’ or their Representatives’ use of, any such information, including any information, documents or material made available to the Purchaser Parties or their Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated by this Agreement. Purchasers acknowledge that they have conducted an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, Liabilities and businesses and, in making the determination to proceed with the transactions contemplated hereby. Notwithstanding anything contain , have relied solely on the results of their own independent investigation and the express representations and warranties contained in Article III, as qualified by any matter set forth in the Seller Disclosure Schedules, or Section 3 of Schedule 7.5(b), in any certificate delivered pursuant to herein to the contrary, that Section 8.2(d) and in no event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by any of the Seller Entities in connection with this Agreement, the other Transaction Documents or the TransactionsDocuments.