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

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none other than the indemnification obligations of the SellerSeller set forth in Article 8 and any claims based on fraud, no member of the Acquired CompanySeller Group, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller Sellers with respect to the BusinessProject, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is Sellers are selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the BusinessProject, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Project by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business Project after the Closing, and (b) none other than the indemnification obligations of the SellerSellers set forth in Article 8, neither the Acquired Company, Sellers nor any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders stockholders, will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this AgreementProject, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties Except as expressly set forth in this Article 3 are the only representations and warranties made III, as qualified by the Seller Disclosure Schedule, or in the Local Transfer Agreements, (A) none of the Sellers nor any other Person makes any representations or warranties, whether express, implied or statutory, with respect to the Business, the Purchased AssetsTransferred Shares, the Transferred Assets or the Assumed Liabilities, the Sharesincluding any implied warranties or merchantability, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3fitness for a particular purpose, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability the maintenance, repair, condition, design, performance or fitness for marketability of any particular use Transferred Asset or purposeany asset or property of the Transferred Subsidiaries, (ii) the operation of the Business by the Purchaser after the Closing in Initial Closing, (iii) the maturity or acceleration of any manner contingent liability or other liability not yet due and owing relating to the Transferred Subsidiaries or the Business, or (iiiiv) the probable success or profitability of the Business after the Initial Closing, and (b) none of LivaNova hereby disclaims all Liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its affiliates or Representatives (including any opinion, advice, information, documents, projections, forecasts or other material made available to Purchaser or its affiliates or Representatives) in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the Seller, the Acquired Company, any of their Affiliates, Acquisition or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except for the representations and warranties contained in this Article III, including any descriptive memorandaas qualified by the Disclosure Schedule, summary business descriptions or any informationthe Local Transfer Agreements, documents the Transferred Assets are conveyed on an “AS IS” and “WHERE IS” basis. Seller acknowledges that nothing set forth in this Section 3.29 or material made in Section 4.07 limits the rights that may be available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in under any other form in expectation of the transactions contemplated by this AgreementAncillary Agreements.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are (a) NONE OF BUYER, PARENT, ANY OF THE DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES OF ANY OF THE FOREGOING OR ANY OF THE RESPECTIVE REPRESENTATIVES, MEMBERS, MANAGERS, OR STOCKHOLDERS OF ANY OF THE FOREGOING HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO EITHER PARENT PARTY OR THE BUSINESS OF EITHER PARENT PARTY AS CURRENTLY CONDUCTED OR PROPOSED TO BE CONDUCTED, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV. (b) Without limiting the only representations and warranties made by generality of the Seller with respect to the Businessforegoing, the Purchased Assetsnone of Buyer, the Assumed Liabilities, the Shares, the Acquired Company Parent or any other matter their Affiliates or any of the respective Representatives, members, managers or stockholders of the foregoing has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the transactions contemplated business of the Parent Parties made available to Seller, including due diligence or “data room” materials, or in any presentation concerning the business of the Parent Parties by this Agreement. Except as specifically set forth management and/or owners of any of either Parent Party or others in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and connection with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability hereby or fitness for any particular use or purposeotherwise, (ii) the operation of the Business by the Purchaser after the Closing and no statement contained in any manner of such materials or (iii) the probable success made in any such presentation shall be deemed a representation or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, warranty hereunder or deemed to be relied upon by Seller or any of their respective officersits Affiliates in executing, directorsdelivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, employeesprojections or other predictions, agentsdata, representatives financial information, memoranda or stockholders will haveoffering materials or presentations, including any offering memorandum or will be subject tosimilar materials made available by any Parent Party, any Liability direct or indemnification obligation to indirect Subsidiaries or owners of any of the Purchaser foregoing or any other Person resulting from of the distribution to Representatives, members, managers, stockholders or Affiliates of any of the Purchaser or its Affiliates or representatives offoregoing, or the Purchaser’s use of, including any information relating to Tax matters, are not and shall not be deemed to be or to include representations or warranties of any of the Business, the Acquired Company foregoing or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementPerson.

Disclaimer of Other Representations and Warranties. (a) The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed LiabilitiesSeller, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Business or any other matter relating to the transactions contemplated by this Agreement including or the other Operative Agreements (except in the case of the other Operative Agreements, for such representations or warranties made by the Seller that are expressly set forth in such other Operative Agreements with respect to the subject matter thereof). Except as to specifically set forth in this Article 3, the Purchaser acknowledges that (a) the Seller makes no other representation or warranty concerning (i) merchantability the Purchased Assets, the Assumed Obligations, the Seller, the Business or fitness any other matter relating to the transactions contemplated by this Agreement and the other Operative Agreements (except in the case of the other Operative Agreements, for any particular use such representations or purpose, warranties made by the Seller that are expressly set forth in such other Operative Agreements with respect to the subject matter thereof) or (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations set forth in Article 9, none of the Seller, the Acquired Company, any of their Affiliates, or any of its Affiliates and their respective officers, directors, employees, agents, representatives or stockholders will and shareholders shall have, or will shall be subject to, any Liability liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser or its Affiliates or any of their representatives of, or the Purchaser’s use of, any information relating to the Seller or the Business. In connection with the transactions contemplated in the Operative Agreements, the Acquired Company Purchaser has been represented by, and consulted with, legal counsel of its choice and the Purchaser and such counsel have read the Operative Agreements and have been given time to consider the Operative Agreements, understand the Operative Agreements, and, after such consideration and with such understanding, the Purchaser has or will knowingly, freely and without coercion entered into the Operative Agreements, in particular, this Section 3.2 and Section 9.8. - 40 - (b) Moreover, Purchaser acknowledges that except to the extent expressly set forth in this Agreement or any other matter Operative Agreement, except as concerns references to complete and accurate copies of documents having been made available in this Agreement, the Seller is not making, directly or indirectly, any representations or warranties as to the accuracy or completeness of any information (including any historical data, estimates, projections, forecasts, operating plans or budgets concerning financial or other information) relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions Business or any pro-forma financial information, documents financial projections, or material other forward-looking statements provided or made available to the Purchaser or its Affiliates or representatives, whether orally or representatives (including any information included in writingthe Data Room, in certain “data rooms,” management presentationsthe Confidential Information Memorandum, functional “break-out” discussions, responses to questions submitted on behalf of in the Purchaser or Specified Reports and in any other form in expectation of presentations by the transactions contemplated by this AgreementSeller’s management).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS Article III OR AS EXPRESSLY SET FORTH IN ANY OTHER TRANSACTION DOCUMENT, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The representations Company acknowledges, for itself and warranties on behalf of the Sellers, that (i) except as expressly contained in Article V hereof or expressly set forth in this Article 3 are any other Transaction Document, none of Parent, the only representations and warranties Merger Subs or any other Person has made by or makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of Parent, the Seller Merger Subs or their Affiliates, in respect of Parent, the Merger Subs, their Affiliates or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation purpose of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Sellerassets, the Acquired nature or extent of any liabilities, the prospects of Parent’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Merger Subs or their Affiliates furnished to the Company, any of their Affiliates, Seller or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Company, any Seller or its Affiliates or representatives, whether orally or any of their respective representatives in writing, in certain any “data rooms,” “virtual data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser presentations or in any other form in expectation of, or in connection with, the Mergers, or in respect of any other matter or thing whatsoever, and (ii) the transactions contemplated by Company has not relied on any representation or warranty of Parent, the Merger Subs or any other Person other than the representations and warranties contained in Article V of this AgreementAgreement or expressly set forth in any other Transaction Document (as applicable). Notwithstanding the foregoing, nothing in this Section 3.27 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon (A) Fraud whether such claim for Fraud arises from express representations or warranties contain in this Agreement or extra-contractual statements or omissions or (B) the terms of any other Transaction Document.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness of the Purchased Assets for any particular use or purpose, (ii) the operation of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing in any manner or (iii) the probable success or profitability of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing, and (b) other than pursuant to the indemnification obligations of the Seller set forth in Article 8 and Article 9, none of the Seller, the any Selling Affiliate, any Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.. 44 Article IV

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness of the Purchased Assets for any particular use or purpose, (ii) the operation of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing in any manner or (iii) the probable success or profitability of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing, and (b) other than pursuant to the indemnification obligations of the Seller set forth in Article 8 and Article 9, none of the Seller, the any Selling Affiliate, any Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties Except as expressly set forth in this Article 3 are the only representations and warranties made III (as modified by the Disclosure Schedules), the certificates delivered pursuant to Section 2.3(a)(xi), Section 2.3(a)(xiii), Section 2.3(c) and Section 6.2(c) and the other Transaction Documents, no member of the Seller Group nor any Affiliate of any member of the Seller Group nor any of their respective officers, employees, agents or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with respect to the Business, the Purchased AssetsTransferred Entities, the Assumed LiabilitiesTransferred Equity Interests or the Transferred Assets or the past, present or future condition of any of its assets, Liabilities or operations, or the past, current or future profitability or performance, individually or in the aggregate, of the Business the Transferred Entities, the Shares, Transferred Equity Interests or the Acquired Company Transferred Assets or any other matter relating to matter, and the transactions contemplated by this AgreementSeller, on behalf of itself and each other member of the Seller Group, specifically disclaims any such other representations or warranties. Except as specifically for the representations and warranties expressly set forth in this Article 3III (as modified by the Disclosure Schedules), (athe certificates delivered pursuant to Section 2.3(a)(xi), Section 2.3(a)(xiii), Section 2.3(c) and Section 6.2(c) and the other Transaction Documents, the Seller, on behalf of itself and each other member of the Seller is selling the Purchased Assets Group, hereby disclaims all liability and the Shares responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to the Purchaser “as is” and “where is” and with all faultsor any of the Purchaser’s Affiliates or any representatives of the Purchaser or any of its Affiliates, and including omissions therefrom. Without limiting the foregoing, no member of the Seller Group makes no warrantyany representation or warranty of any kind whatsoever, express or implied, as to any matter whatsoever relating to the Businesswritten or oral, the Purchased Assetsat law or in equity, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or of its Affiliates or any representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of its Affiliates regarding the success, profitability or value of the transactions contemplated by this AgreementTransferred Entities, the Transferred Equity Interests, the Transferred Assets or the Business.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no representation or warranty, express or implied, at law or in equity, regarding the Acquired Assets, or any assets, liabilities or operations, including, without limitation, with respect to capacity, condition, design, fitness for any particular purpose, merchantability, operation or quality, and any such other representations or warranties are hereby expressly disclaimed. Seller expressly disclaims any representation or warranty, express, statutory, or implied, as to to: (i) the content, character, or nature of any matter whatsoever descriptive memorandum, report, brochure, chart, or statement prepared by third parties and relating to the Business, Debtor or the Purchased Acquired Assets; (ii) any estimates of the value of the Acquired Assets, the Assumed Liabilities, the Shares, or future revenues generated by the Acquired Company Assets; (iii) the condition, quality, suitability, prior use, or design of the Acquired Assets; (iv) the merchantability or fitness for a particular purpose of the Acquired Assets; (v) the validity, enforceability, restriction-free nature, or transferability of the Acquired Assets; (vi) the rights any licensee may have under 11 U.S.C. § 365(n);or (vii) any other matter relating materials or information that may have been made available or communicated to Buyer or its Affiliates, or their employees, agents, consultants, representatives, or advisors in connection with the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officersdiscussion or presentation relating thereto. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE ACQUIRED ASSETS VIOLATE OR INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT, directorsWHETHER SOUNDING IN PATENT, employeesCOPYRIGHT, agentsTRADE SECRET OR TRADEMARK, representatives or stockholders will haveWHETHER KNOWN OR UNKNOWN TO SELLER. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN “AS-IS, or will be subject toWHERE-IS” BASIS AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives ofTHE SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementAND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. The Seller Representations and the representations and warranties set forth in this Article 3 the other Transaction Agreements (and in each certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto) are the only representations and warranties made by the Sellers or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Company, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement, any other Transaction Agreement or any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, (a) the Seller is Sellers are selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Company, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, the Acquired CompanySellers, any other member of their Affiliatesthe Seller Group, or any of xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 41/134 their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability (other than any Liability for Fraud) or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Company, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, analyses, reports, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-outbreak­out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated Contemplated Transactions, including during the negotiations of the Contemplated Transactions, in each case other than any information delivered by the Sellers or any of their respective Affiliates pursuant to this Agreement, any other Transaction Agreement, any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, or the Seller Disclosure Schedule.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties set forth contained in Article 6 and this Article 3 are 7 (as modified by the only Disclosure Schedules), none of the Sellers, the Company, the Company Subsidiaries or any other Person makes any express or implied representation or warranty with respect the Sellers, the Company, any Company Subsidiary, or the Contemplated Transactions, and the Sellers, the Company and the Company Subsidiaries expressly disclaim any other representations and warranties or warranties, whether made by the Seller with respect to the BusinessSellers, the Purchased AssetsCompany, the Assumed Liabilities, the Shares, the Acquired any Company Subsidiary or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, Person (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their respective Affiliates, or any of their respective officers, directors, managers, employees, agents, representatives or stockholders will haveadvisors). Without limiting the generality of the foregoing, except for the representations and warranties contained in Article 6 and this Article 7 (as modified by the Disclosure Schedules), the Sellers and the Company hereby expressly disclaim any other representation, warranty, projection, forecast, statement, or will be subject toinformation made, any Liability communicated, or indemnification obligation to the Purchaser furnished (orally or any other Person resulting from the distribution in writing) to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, (including any descriptive memorandaopinion, summary business descriptions or any information, documents projection or material made available advice that may heretofore have been or may hereafter be Made Available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain any “data rooms,” “management presentations, functional ,” or “break-out” discussionsout sessions”, responses in response to questions submitted by or on behalf of the Purchaser or in otherwise by any other form in expectation director, manager, officer, employee, agent, advisor, consultant, or representative of the transactions contemplated by Sellers, the Company or any of their respective Affiliates). Notwithstanding the foregoing provisions of this AgreementSection 7.28, nothing herein shall limit or otherwise restrict (nor is it intended to limit or otherwise restrict) the rights or remedies of any party to this Agreement with respect to a Person’s fraud or intentional misrepresentation in connection with the subject matter of this Agreement (but not, for the avoidance of doubt, negligent misrepresentation).

Disclaimer of Other Representations and Warranties. (a) The parties to this Agreement understand, acknowledge and agree that except for the representations and warranties contained in this Article IV or in the Indian Equity Purchase Agreement, none of the Company or any Subsidiary or representative thereof has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company, or any representation or warranty arising from statute or otherwise at law with respect to the Company or any of its Subsidiaries. This Section 4.27(a) shall not limit the right of any Purchaser Indemnified Party to recover for claims in the nature of fraud committed in respect of such representations or warranties subject to Article IX. (b) Without limiting the generality of the foregoing, the parties to this Agreement understand, acknowledge and agree that other than the representations and warranties set forth in this Article 3 are IV or in the only representations and warranties made by Indian Equity Purchase Agreement, neither the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, nor any of their Affiliates, or any of their its respective officers, directorsrepresentatives, employees, agents, representatives officers, directors or stockholders will haveshareholders, has made or will shall be subject todeemed to have made, any Liability representations or indemnification obligation to warranties in the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information materials and documents relating to the Businessbusiness of the Company made available to Purchaser, including due diligence or Data Room materials, or in any presentation concerning the Acquired business of the Company by management of the Company or any other matter relating to others in connection with the transactions contemplated hereby or otherwise, and no statement contained in any of such materials or made in any such presentation will be deemed a representation or warranty hereunder or shall be (or be deemed to be) relied upon by Purchaser in executing, delivering and performing this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available the Related Agreements to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of which it is a party and the transactions contemplated hereby and thereby. It is understood that any cost estimates, projections or other predictions, data, financial information, memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by the Company and its representatives are not and will not be deemed to be or to include representations or warranties of the Company or its respective employees, directors, stockholders and are not and will not be deemed to be relied upon by Purchaser in executing, delivering and performing this AgreementAgreement and the Related Agreement to which it is a party, and the transactions contemplated hereby and thereby. This Section 4.27(b) shall not limit the right of any Purchaser Indemnified Party to recover for claims in the nature of fraud committed in respect of such materials subject to Article IX.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 Seller Representations are the only representations and warranties made by the Seller with respect to the Shares, the Business, the Purchased AssetsAcquired Companies, the Acquired Assets and the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased AssetsAcquired Companies, the Assumed Liabilities, Assets of the SharesAcquired Companies, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none no member of the SellerSeller Group, the Acquired Company, any of their Affiliates, or nor any of their respective officersRepresentatives or Affiliates, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Shares, the Business, the Acquired Company or any other matter relating to Companies, the transactions contemplated by this AgreementAssets of the Acquired Companies, the Acquired Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material materials made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation related the Contemplated Transactions, including during the negotiations of the transactions contemplated by this AgreementContemplated Transactions.

Disclaimer of Other Representations and Warranties. The (a) SELLERS, THE COMPANY, AND EACH OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (FINANCIAL, LEGAL OR OTHERWISE) HAVE MADE AND ARE MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, WHETHER RELATING TO THE COMPANY, THE SHARES, THE BUSINESS, OR OTHERWISE IN CONNECTION WITH THE TRANSACTION, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY TRANSACTION DOCUMENT DELIVERED PURSUANT HERETO. (b) Without limiting the generality of the foregoing, other than the representations and warranties expressly set forth in this Article 3 are the only representations III and warranties made by the Seller with respect to the Businessin any other Transaction Document, (i) Sellers, the Purchased AssetsCompany, and each of their respective Affiliates and Representatives have not made, and shall not be deemed to have made, any representations or warranties in the Assumed Liabilities, the Shares, the Acquired Company or any other matter materials relating to the transactions contemplated Business or the Company that have been made available to the Buyer, including due diligence materials, or in any presentation of the Business or the Company by management of the Company or others in connection with the Transaction, and (ii) no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Buyer in executing, delivering and performing this AgreementAgreement and the Transaction. Except as specifically expressly covered by any representation and warranty set forth in this Article 3III, it is understood that any estimates, projections, or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including, but not limited to, any confidential information memorandum or similar materials (aincluding any such material(s) prepared and presented by Hennepin Partners) made available by the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the BusinessCompany, the Purchased AssetsSellers, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their AffiliatesSellers’ Representative, or any of their respective officers, directors, employees, agents, representatives Representatives are not and shall not be deemed to be or stockholders will have, to include representations or will be subject to, any Liability or indemnification obligation to warranties of the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating Sellers and are not and shall not be deemed to be relied upon by the transactions contemplated by Buyer in executing, delivering and performing this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to Agreement and the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementTransaction.

Disclaimer of Other Representations and Warranties. The (a) Except for the representations and warranties set forth in this Article 3 are V and in the only representations and warranties made by the Seller with respect to the BusinessClosing Certificate, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company expressly disclaims any representations or warranties of any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warrantykind or nature, express or implied, including any representations or warranties as to the accuracy and completeness of any matter whatsoever relating to information regarding the BusinessCompany, its businesses and affairs or the Purchased AssetsContemplated Transactions. (b) Without limiting the generality of the foregoing, except for the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to representations and warranties set forth in (i) merchantability or fitness for any particular use or purposethis Article V, (ii) the operation of the Business by the Purchaser after the Closing in any manner or Certificate, (iii) the probable success or profitability Letters of Transmittal and (iv) the Option Cancellation Agreements, neither the Company nor any representative of the Business after the Closing, and (b) none of the Seller, the Acquired Company, nor any of their Affiliatesits employees, or any of their respective officers, directors, employeesagents or securityholders, agentshas made, representatives or stockholders will have, or will and shall not be subject todeemed to have made, any Liability representations or indemnification obligation to warranties in the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information materials relating to the Businessbusiness and affairs of the Company that have been made available to Parent or Merger Sub, including due diligence materials, or in any presentation of the Acquired business and affairs of the Company by the management of the Company or others in connection with the Contemplated Transactions, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the Contemplated Transactions. It is understood that except for the representations and warranties set forth in (i) this Article V, (ii) the Closing Certificate, (iii) the Letters of Transmittal and (iv) the Option Cancellation Agreements, any cost estimates, projections or other matter relating to the transactions contemplated by this Agreementpredictions, any data, any financial information or any memoranda or offering materials or presentations, including any descriptive memoranda, summary business descriptions offering memorandum or any information, documents or material similar materials made available to by the Purchaser Company or its Affiliates or representatives, whether orally are not and shall not be deemed to be or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf be included as representations or warranties of the Purchaser Company, and are not and shall not be deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the Contemplated Transactions. (c) Nothing in this Section 5.23 will limit claims or remedies for Actual Fraud (subject, if applicable, to any other form limitations set forth in expectation of the transactions contemplated by this AgreementArticle X).

Disclaimer of Other Representations and Warranties. The representations and warranties THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 4 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER WITH RESPECT TO THE PURCHASER AND/OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE PURCHASER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE PURCHASER AND/OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY OTHER REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED. Other than the indemnification obligations of the Purchaser set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the BusinessIndemnification Articles, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired CompanyPurchaser, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser Sellers or any other Person resulting from the distribution to the Purchaser Sellers or its their Affiliates or representatives of, or the Purchaser’s Sellers' use of, any information relating to the Business, the Acquired Company Purchaser or any other matter relating to the transactions contemplated by this Agreementof its Affiliates, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Sellers or its their Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentationsany form, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The (a) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES, REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS OR UNITHOLDERS HAS MADE, AND SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTION, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III. (b) Without limiting the generality of the foregoing, but without limiting the ability of Purchaser to rely on the representations and warranties expressly set forth in this Article 3 are III, neither the only representations and warranties made by Company, any Unitholder nor any other Person (including, without limitation, any representative, employee, officer, director or stockholder of the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter of its Subsidiaries) has made, and shall not be deemed to have made, any express or implied representation or warranty, either written or oral, in the materials relating to the business of the Company and its Subsidiaries made available to Purchaser, including due diligence materials, or in any presentation of the business of the Company and its Subsidiaries by management of the Company or others in connection with the Transaction, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Purchaser in executing, delivering and performing this Agreement and the other transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to any offering memorandum or similar materials made available by this Agreement. Except as specifically set forth in this Article 3the Company and its representatives, (a) are not and shall not be deemed to be or to include representations or warranties of the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faultsCompany, and makes no warrantyare not and shall not be deemed to be relied upon by Purchaser in executing, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to delivering and performing this Agreement and the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreementhereby.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties of the Company expressly set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company 4 or in any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Ancillary Document, (a) neither the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faultsCompany nor any of its Subsidiaries (nor any other Person) makes, and makes no or has made, any representation or warranty, express or implied, as to any matter whatsoever relating to the BusinessCompany, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company its Subsidiaries or any other matter relating to of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closinghereby, and (b) none no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub or any of their Affiliates or the representatives of any of the Sellerforegoing as having been authorized by the Company or any of its Subsidiaries (or any other Person). Neither the Company nor any of its Subsidiaries (nor any other Person) has made any representation or warranty herein regarding any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or any of their Affiliates or the Acquired representatives of any of the foregoing of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and any of its Subsidiaries or the future business and operations of the Company and any of its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 4.27 shall limit in any respect any remedy of Parent or any other Purchaser Indemnitee under, and in accordance with, this Agreement, or otherwise with respect to any claim related to fraud or intentional misrepresentation of the Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser its Subsidiaries or any other Person resulting from the distribution Person, in each case, subject to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or limitations set forth in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementArticle 10 hereof.

Disclaimer of Other Representations and Warranties. The Seller Representations and the representations and warranties set forth in this Article 3 the other Transaction Agreements (and in each certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto) are the only representations and warranties made by the Sellers or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Company, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement, any other Transaction Agreement or any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, (a) the Seller is Sellers are selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Company, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, the Acquired CompanySellers, any other member of their Affiliatesthe Seller Group, or any of their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability (other than any Liability for Fraud) or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Company, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, analyses, reports, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated Contemplated Transactions, including during the negotiations of the Contemplated Transactions, in each case other than any information delivered by the Sellers or any of their respective Affiliates pursuant to this Agreement, any other Transaction Agreement, any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, or the Seller Disclosure Schedule.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faultsNONE OF THE COMPANY, and makes no warrantyANY OF ITS SUBSIDIARIES, express or impliedTHE COMPANY STOCKHOLDERS OR ANY OF THE OFFICERS, as to any matter whatsoever relating to the BusinessDIRECTORS, the Purchased AssetsPARTNERS, the Assumed LiabilitiesMEMBERS, the SharesEMPLOYEES, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purposeCONSULTANTS OR REPRESENTATIVES OF ANY OF THE FOREGOING HAS MADE ANY REPRESENTATIONS OR WARRANTIES, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the ClosingEXPRESS OR IMPLIED, and OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN ANY DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED AT THE CLOSING PURSUANT TO THIS AGREEMENT. (b) Without limiting the generality of Section 4.33(a), none of the Seller, the Acquired Company, any of their Affiliatesits Subsidiaries, the Company Stockholders or any of their respective the officers, directors, partners, members, employees, agentsconsultants or representatives of any of the foregoing has made, representatives and shall not be deemed to have made, any representations or stockholders will havewarranties in the materials relating to the business of the Company and its Subsidiaries made available to Parent and Merger Sub, including due diligence materials, or will in any presentation of the business of the Company and its Subsidiaries by management of the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be subject deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any Liability offering memorandum or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material similar materials made available by the Company and its representatives are not and shall not be deemed to the Purchaser be or its Affiliates to include representations or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf warranties of the Purchaser Company; provided, however, that the foregoing shall not limit any representation or warranty made in this Article 4 or in any other form in expectation of document, certificate or instrument delivered at the transactions contemplated by Closing pursuant to this Agreement.

Disclaimer of Other Representations and Warranties. The representations Notwithstanding anything contained herein to the contrary, Buyer and warranties Buyer Parent have made such examination of the Acquired Assets and all other matters affecting or relating to the transactions contemplated under the Agreement as Buyer and Buyer Parent have deemed necessary. Except as expressly set forth in this Article 3 are the only representations and warranties made by the §3, Seller with (including, without limitation, any agent, employee, or other representative of Seller or any broker or any other person representing or purporting to represent Seller) makes no written or oral representation, warranty, or statement, express or implied, at law or in equity, in respect to the Businessof any of its assets (including, the Purchased Assets, the Assumed Liabilities, the Shareswithout limitation, the Acquired Company Assets), liabilities, operations (including, without limitation, the Acquired Location), or any other matter affecting or relating to the transactions contemplated by this the Agreement, including, without limitation, with respect to condition or merchantability or fitness of such assets for any particular purpose, and any such other representations, warranties, or statements are hereby expressly disclaimed and Buyer and Buyer Parent hereby acknowledge and agree that they have not been induced by and have not relied upon any such representations, warranties, or statements. Except as specifically Specifically, Buyer and Buyer Parent agree that the Acquired Assets are being acquired, conveyed to, and accepted by Buyer WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS, WARRANTIES, OR STATEMENTS WHATSOEVER, other than representations, warranties, and statements of Seller expressly set forth in this Article §3. Without limiting the generality of the foregoing, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warrantystatement, express representation, or implied, as to warranty regarding any matter whatsoever relating to assets other than the Business, the Purchased Assets, Acquired Assets or any liabilities other than the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will shall be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally implied at law or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreementequity.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faultsNONE OF SELLER, and makes no warrantyANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, express or impliedMEMBERS, as to any matter whatsoever relating to the BusinessMANAGERS OR STOCKHOLDERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES, the Purchased AssetsEXPRESS OR IMPLIED, the Assumed LiabilitiesOF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ITS SUBSIDIARY OR THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARY, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III. (b) Without limiting the generality of the foregoing, none of the Seller, the Acquired Company, any of their Affiliates, Seller or its Affiliates or any of their respective officersRepresentatives, directorsmembers, employeesmanagers, agents, representatives or stockholders will havehas made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of the Company or its Subsidiary made available to Buyer, including due diligence or “data room” materials, or will in any presentation concerning the business of the Company and its Subsidiary by management and/or owners of any of Seller, the Company or others in connection with the transactions contemplated hereby or otherwise, and no statement contained in any of such materials or made in any such presentation shall be subject to, any Liability deemed a representation or indemnification obligation warranty hereunder or deemed to the Purchaser be relied upon by Buyer or any other Person resulting from the distribution to the Purchaser or of its Affiliates in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections or representatives ofother predictions, data, financial information, memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any of Seller, the Purchaser’s use ofCompany, their direct or indirect Subsidiaries or owners or any of the Representatives, members, managers, stockholders or Affiliates of any of them, including any information relating to Tax matters, are not and shall not be deemed to be or to include representations or warranties of any of the Business, the Acquired Company foregoing or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementPerson.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 Seller Representations are the only representations and warranties made by the Seller or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Companies, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement or any other Transaction Agreement, (a) the Seller is selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Companies, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, any other member of the Acquired Company, any of their AffiliatesSeller Group, or any of their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Companies, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated by this Agreement.Contemplated Transactions, including during the negotiations of the Contemplated Transactions. MASTER ACQUISITION AGREEMENT

Disclaimer of Other Representations and Warranties. The Apart from the specific representations and warranties set forth in this Article 3 are the only representations and warranties made by the above, Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no representation or warranty, express or implied, at law or in equity, regarding the Acquired Assets (including, without limitation, the Acquired Intellectual Property and Assumed Contracts) or any assets, liabilities or operations, including, without limitation, with respect to capacity, condition, design, fitness for any particular purpose, merchantability, operation or quality, and any such other representations or warranties are hereby expressly disclaimed. Apart from the specific representations set forth above, Seller expressly disclaims any representation or warranty, express, statutory, or implied, as to to: (i) the content, character, or nature of any matter whatsoever descriptive memorandum, report, brochure, chart, or statement relating to the Business, Debtors or the Purchased Acquired Assets; (ii) any estimates of the value of the Acquired Assets, the Assumed Liabilities, the Shares, or future revenues generated by the Acquired Company Assets; (iii) the condition, quality, suitability, prior use, or design of the Acquired Assets; (iv) the merchantability or fitness for a particular purpose of the Acquired Assets; (v) the validity, enforceability, restriction-free nature, or transferability of: (x) the Acquired Intellectual Property; and (y) any trademarks, copyrights, patents, domain names, or any other matter relating Intellectual Property used by the Debtors in their business, including, but not limited to, any software used in the business; (vi) the rights any licensee may have under 11 U.S.C. § 365(n); or (vii) any other materials or information that may have been made available or communicated to Buyer or its Affiliates, or their employees, agents, consultants, representatives, or advisors in connection with the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officersdiscussion or presentation relating thereto. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY, directorsAND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS AND WARRANTIES, employeesWITH RESPECT TO THE ACQUIRED ASSETS, agentsAND WITHOUT LIMITATION THE ACQUIRED INTELLECTUAL PROPERTY, representatives or stockholders will haveINCLUDING, or will be subject toBUT NOT LIMITED TO, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives ofANY WARRANTY THAT USE OF THE ACQUIRED ASSETS WILL NOT INFRINGE UPON, or the Purchaser’s use ofVIOLATE OR MISAPPROPRIATE ANY PATENT, any information relating to the BusinessCOPYRIGHT, the Acquired Company or any other matter relating to the transactions contemplated by this AgreementTRADEMARK, including any descriptive memorandaTRADE SECRET, summary business descriptions or any informationOR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF A THIRD PARTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN “AS-IS, documents or material made available to the Purchaser or its Affiliates or representativesWHERE-IS” BASIS AND “WITH ALL FAULTS” IN SUCH CONDITION AT CLOSING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, whether orally or in writingTHE SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementAND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 5 are the only representations and warranties made by the Seller with respect to the BusinessSeller, Newco, the Purchased AssetsSubsidiary, the Assumed Liabilities, the Shares, the Acquired Company Newco Shares or any other matter relating to the contemplated transactions contemplated by this Agreementexcept as set forth in Ancillary Agreements. Except as specifically set forth in this Article 35 or other provisions in this Agreement or the Ancillary Agreements, (a) the Seller is selling the Purchased Assets and the Newco Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the BusinessSeller, Newco, the Purchased AssetsSubsidiary, the Assumed Liabilities, the Shares, the Acquired Company Newco Shares or any other matter relating to the contemplated transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Transferred Business by the Purchaser Buyer after the Closing in any manner or (iii) the probable success or profitability of the Transferred Business after the Closing, and (b) other than the indemnification obligations of Seller set forth in Article 13 or other provisions in this Agreement, none of the Seller, the Acquired CompanySubsidiary, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser Buyer or any other Person resulting from the distribution to the Purchaser Buyer or its Affiliates or representatives Representatives of, or the PurchaserBuyer’s use of, any information relating to the BusinessNewco Shares, Seller, the Acquired Company Subsidiary or any other matter relating to the transactions contemplated by this Agreementof their Affiliates, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Buyer or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Buyer or in any other form in expectation of the transactions contemplated by this Agreementtransactions.

Disclaimer of Other Representations and Warranties. The (a) NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF ITS REPRESENTATIVES, DIRECTORS, OFFICERS, STOCKHOLDERS OR AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI OR IN ARTICLE V. (b) Without limiting the generality of the foregoing, other than the representations and warranties set forth in this Article 3 are IV and V, neither the only representations and warranties made by Company, nor any Representative of the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3of its Subsidiaries, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or nor any of their respective employees, officers, directors, employeesstockholders or Affiliates, agentshas made, representatives or stockholders will have, or will and shall not be subject todeemed to have made, any Liability representations or indemnification obligation to warranties in the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information materials relating to the Businessbusiness of the Company and its Subsidiaries made available to Purchaser, including due diligence or “data room” materials, or in any presentation concerning the Acquired business of the Company and its Subsidiaries by management of the Company or its Subsidiaries or others in connection with the transactions contemplated hereby or otherwise, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or deemed to be relied upon by Purchaser in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that, other than the representations and warranties set forth in Article IV and Article V, any cost estimates, projections or other predictions, data, financial information, memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by the Company and its Representatives are not and shall not be deemed to be or to include representations or warranties of the Company or any other matter relating of its employees, others, directors, stockholders or Affiliates, and are not and shall not be deemed to be relied upon by Purchaser in executing, delivering or performing this Agreement or the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreementhereby.