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

Acknowledgment of No Other Representations or Warranties. Each of Purchaser and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties contained in Article II, neither the Company nor any of its Subsidiaries, nor any other Person, makes any express or implied representation or warranty with respect to any Company Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit Plans, conditions or prospects, and 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or their respective business, or (ii) except for the representations and warranties made by the Company in Article II, any oral or written information presented to the Purchaser or any of 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 hereby. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article II, neither the Company nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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.

Acknowledgment of No Other Representations or Warranties. Each of (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 its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the businessother transactions contemplated by this Agreement (other than any representations or warranties contained in any other Transaction Document, operations, assets, liabilities, results of operations, condition (financial the Guaranty or otherwise) and prospects of the Company and other Company Group MembersEquity Commitment Letter). Each of Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties contained in Article IIIII, neither Seller, the Company other Seller Entities nor any of its Subsidiariestheir respective Affiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to any Company Group Member or their respective businessesSeller, operationsthe other Seller Entities, assets, liabilities, employees, employee benefit Plans, conditions or prospects, and 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, Purchased Companies or any of its Affiliates their respective Subsidiaries or representativesAffiliates, the Purchased Assets, the Business or with respect to (i) any financial projection, forecast, estimate, budget or prospect other information relating to any Company Group Member or their respective businessprovided, or (ii) except for the representations and warranties made by the Company in Article IIavailable, any oral or written information presented to the Purchaser or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of connection with the transactions contemplated hereby. To Except as expressly set forth in this Agreement, Purchaser acknowledges and agrees that neither Seller, the fullest extent permitted other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or 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 its Affiliates or Representatives, of any 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 LawConfidentiality Agreement)) made available to Purchaser, except 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, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives, the Financing Parties or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Purchaser 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 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 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 IIIII. Purchaser acknowledges and agrees that neither Seller, neither the Company other Seller Entities nor any of its their respective Affiliates shall have makes any liability (except in the case of actual fraud) to Purchaser express or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other implied representation or warranty, either express warranty with respect to the Excluded Assets or implied, included the Retained Liabilities and further acknowledges and agrees to the matters set forth in any information or statements (or any omissions therefromSection 3.25(b) provided or made available by with respect to 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 AgreementNew Subsidiaries.

Acknowledgment of No Other Representations or Warranties. Each of (a) The Purchaser Parties acknowledge and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees agree that, except for the representations and warranties contained in Article IIIII and in the other Transaction Documents, neither none of Seller, the Company nor other Seller Entities or any of its Subsidiariestheir respective Affiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to Seller, the other Seller Entities, or any Company Group Member or of their respective businessesSubsidiaries or Affiliates, operationsthe Purchased Assets, assetsthe Business or with respect to any other information provided, liabilitiesor made available, employees, employee benefit Plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties and to 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, Parties or any of its Affiliates or representativesRepresentatives in connection with the Transactions and the other transactions contemplated by this Agreement or the other Transaction Documents. The Purchaser Parties acknowledge and agree that none of Seller, with respect to (i) the other Seller Entities or any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or of their respective businessAffiliates, Representatives or any other Person will have, or (ii) except for the representations and warranties made by the Company in Article IIbe subject to, any oral Liability or written information presented 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 Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the course Seller Confidentiality Agreement)) made available to the Purchaser Parties, their 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, Seller, the other Seller Entities or any of their due diligence investigation respective Affiliates or Representatives, or the Purchaser Parties or their Affiliates or Representatives. Each of the CompanyParent and Purchaser acknowledges and agrees that it is not relying on any representation or warranty of Seller, the negotiation other Seller Entities, or any of this Agreement their Affiliates or Representatives or any other Person, other than those representations and warranties specifically set forth in Article III and in the course other Transaction Documents. The Purchaser Parties acknowledge and agree that each of Seller and the transactions contemplated hereby. To the fullest extent permitted by applicable Lawother Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except with respect to for the representations and warranties contained in Article II, neither the Company nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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 III or in the course other Transaction Documents. The Purchaser Parties acknowledge and agree that none of Seller, the transactions contemplated by this Agreementother Seller Entities or any of their respective Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets or the Retained Liabilities.

Acknowledgment of No Other Representations or Warranties. Each of Purchaser (a) Purchasers acknowledge and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees agree that, except for the express representations and warranties contained in Article IIIII, 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 Company other Seller Entities nor any of its Subsidiariestheir respective Affiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to Seller, the other Seller Entities, the Purchased Entities or any Company Group Member or of their respective businessesSubsidiaries or Affiliates, operationsthe Purchased Assets, assetsthe Business or with respect to any other information provided, liabilitiesor made available, employeesto 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, employee benefit Plansincluding as to the accuracy or completeness thereof. Purchasers acknowledge and agree that, conditions except as explicitly set forth in a representation or prospectswarranty 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 Company hereby disclaims 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 representations or warranties information. Purchasers acknowledge and the Purchaser acknowledges agree that neither it nor any Affiliate thereof have relied they are not relying on any information representation or material warranty of Seller, the other than Seller 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 Article II. In particularthe Seller Disclosure Schedules, without limiting the foregoing disclaimeror Section 3 of Schedule 7.5(b), neither the Company nor in any certificate delivered pursuant to Section 8.2(d), and in any of its Subsidiaries, nor any the other Person, makes or has made any representation or warranty to Transaction Documents. Purchasers acknowledge and agree that each of Seller and the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or other Seller Entities and their respective businessAffiliates disclaims any and all representations and warranties, whether express or (ii) implied, except for the representations and warranties made by the Company in Article II, any oral or written information presented to the Purchaser or any of 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 hereby. To the fullest extent permitted by applicable Law, except with respect to the express representations and warranties contained in Article IIIII, 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 contrary, Purchasers acknowledge and agree that neither Seller, the Company other Seller Entities nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser their respective Affiliates, Representatives or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other Person makes any express or implied representation or warranty, either express warranty with respect to the Excluded Assets 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 AgreementRetained Liabilities.

Acknowledgment of No Other Representations or Warranties. Each of (a) Purchaser and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties expressly contained in Article IIIII as modified by the Disclosure Schedules, and the Transaction Documents, neither the Company Seller nor any of its SubsidiariesAffiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to any Company Group Member the Transferred Entities or their respective businesses, operations, assets, liabilities, employees, employee benefit Plans, conditions the Business or prospects, and 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect other information relating to any Company Group Member or their respective businessprovided, or (ii) except for the representations and warranties made by the Company in Article IIavailable, any oral or written information presented to the Purchaser or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of connection with the transactions contemplated herebyhereby and by the other Transaction Documents. To the fullest extent permitted Except as expressly covered by applicable Law, except with respect to the representations a representation and warranties warranty contained in Article IIIII as modified by the Disclosure Schedules, without limiting any other terms of this Agreement, Purchaser acknowledges and agrees that neither the Company 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 shall have or Representatives or any liability other Person resulting from Purchaser's use of, or the use by any of Purchaser's Affiliates or Representatives, of any information, including information, documents, projections, forecasts, business plans or other material (except including any Confidential Information) made available to Purchaser, its Affiliates or Representatives in the case 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 actual fraud) to its Affiliates or Representatives, or Purchaser or its Affiliates or representatives on any basis (including in contract or tortRepresentatives, 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 (the Debt Financing Sources or any omissions therefrom) provided or made available by the Company or its Affiliates of Purchaser's potential financing sources in connection with Purchaser's financing activities with respect 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. Purchaser acknowledges and agrees that, in entering into this Agreement and the other Transaction Documents, 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 Disclosure Schedules and in the other Transaction 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 representations and warranties expressly contained in Article III as modified by the Disclosure Schedules and in the Transaction Documents. (b) Except for the representations and warranties expressly contained in Article III as modified by the Disclosure Schedules, Purchaser acknowledges that neither Seller nor any of its Affiliates or Representatives has made any representation and warranty, express or implied, as to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Confidential Information) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser's 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.

Acknowledgment of No Other Representations or Warranties. Each of Purchaser and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwisea) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates Seller acknowledges and agrees that, except for the representations and warranties contained in Article IIIV and in the other Transaction Documents, neither the Company nor none of Parent, Purchaser or any of its Subsidiariestheir respective Affiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to any Company Group Member or Parent, Purchaser, their respective Affiliates and businesses, operationsthe Share Issuance, assetsthe Parent Shares, liabilities, employees, employee benefit Plans, conditions the Parent Common Stock or prospects, and 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor with respect to any other Personinformation provided, makes or has made any representation or warranty available, to the Purchaser, Seller or any of its Affiliates or representativesRepresentatives in connection with the Transactions and the other transactions contemplated by this Agreement or the other Transaction Documents. Seller acknowledges and agrees that none of Parent, with respect to (i) Purchaser or any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or of their respective businessAffiliates, Representatives or any other Person will have, or (ii) except for the representations and warranties made by the Company in Article IIbe subject to, any oral Liability or written information presented other obligation to Seller, its Affiliates or Representatives or any other Person resulting from the Purchaser 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 Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the course Purchaser 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 due diligence investigation respective Affiliates or Representatives. Seller acknowledges and agrees that it is not relying on any representation or warranty of the CompanyParent, the negotiation Purchaser, or any of this Agreement their Affiliates or Representatives or any other Person, other than those representations and warranties specifically set forth in Article IV and in the course other Transaction Documents. Seller acknowledges and agrees that each of the transactions contemplated hereby. To the fullest extent permitted by applicable LawParent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except with respect to for the representations and warranties contained in Article II, neither the Company nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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 IV or in the course of the transactions contemplated by this Agreementother Transaction Documents.

Acknowledgment of No Other Representations or Warranties. Each of (a) Purchaser and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group Members. Each of Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties contained in Article IIIII, neither Seller, the Company other Seller Entities nor any of its Subsidiariestheir respective Affiliates, nor Representatives or any other Person, Person makes any express or implied representation or warranty with respect to any Company Group Member or their respective businessesSeller, operations, assets, liabilities, employees, employee benefit Plans, conditions or prospects, and 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, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, Seller Entities or any of its Affiliates their respective Affiliates, the Purchased Assets, the Assumed Liabilities, the Business or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect other information relating to any Company Group Member or their respective businessprovided, or (ii) except for the representations and warranties made by the Company in Article IIavailable, any oral or written information presented to the Purchaser or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of connection with the transactions contemplated hereby. To Purchaser acknowledges and agrees that neither Seller, the fullest extent permitted other Seller Entities nor any of their respective 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 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 applicable Lawany of its Affiliates or Representatives, except of any 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 memorandum, management presentations, offering materials, site tours or 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 or Representatives, or Purchaser or its Affiliates or Representatives with respect to the transactions contemplated by this Agreement. Purchaser 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 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 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 II, neither the Company nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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 AgreementIII.

Acknowledgment of No Other Representations or Warranties. Each of Purchaser and its Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and other Company Group MembersCompany. Each of Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties contained in Article II, neither the Company nor any of its Subsidiaries, nor any other Person, makes any express or implied representation or warranty with respect to any Company Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit Plans, conditions or prospects, and 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 IIwarranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or their respective business, or (ii) except for the representations and warranties made by the Company in Article II, any oral or written information presented to the Purchaser or any of 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 hereby. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article II, neither the Company nor any of its Affiliates shall have any liability (except in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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.

Acknowledgment of No Other Representations or Warranties. Each The Purchaser Parties expressly agree and acknowledge, on behalf of Purchaser 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 Affiliates acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, financial condition or results of operations) or the accuracy or completeness of any information regarding the Purchased Assets, condition the Assumed Liabilities or the Business furnished or made available to the Purchaser Parties or their Representatives, (financial or otherwiseb) and prospects without limiting the generality of the Company and other Company Group Members. Each foregoing, none of Purchaser and its Affiliates acknowledges and agrees thatSeller, except for the representations and warranties contained in Article II, neither the Company nor Seller Entities or any of its Subsidiaries, nor any other Person, their respective Representatives has made or makes any express or implied representation or warranty with respect to any Company Group Member or their respective businessesprojections, operationsforecasts, assetsplans, liabilities, employees, employee benefit Plans, conditions or prospects, and 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 Company hereby disclaims Purchased Assets, the Assumed Liabilities or the Business or any such other representations future business, operations or warranties and affairs of the Business, (c) the Purchaser acknowledges that neither it nor any Affiliate thereof Parties have not relied on any information or material other than the express representations and warranties set forth in Article II. In particular, without limiting the foregoing disclaimer, neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made 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 Purchaser, other Seller Entities or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Group Member or their respective businessAffiliates shall have, or (ii) except for the representations and warranties made by the Company in Article IIbe subject to, any oral or written information presented Liability to the Purchaser Parties or any of its Affiliates their Representatives resulting from the distribution to the Purchaser Parties or representatives 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 the course any “data rooms,” management presentations or in any other form in expectation of their due diligence investigation of the Company, the or negotiation of this Agreement or in Agreement, the course of Transaction and the other transactions contemplated hereby. To the fullest extent permitted by applicable Law, except with respect Notwithstanding anything contain to herein to the representations contrary, that in no event shall the foregoing acknowledgements and warranties contained in Article II, neither the Company nor disclaimers be deemed to exclude Liability for fraud committed by any of its Affiliates shall have any liability (except the Seller Entities in the case of actual fraud) to Purchaser or its Affiliates or representatives on any basis (including in 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 Companyconnection with this Agreement, the negotiation of this Agreement other Transaction Documents or in the course of the transactions contemplated by this AgreementTransactions.