Common use of Disclaimer of the Company Clause in Contracts

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF THE COMPANY OR ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF ITS BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (aA) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), NONE OF NEITHER THE COMPANY OR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MANAGEMENT COMMITTEE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTYSUBSIDIARIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS)PURPOSE, (II) THE OPERATION OF ITS BUSINESSES THE BUSINESS BY BUYER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS PRESENTLY USED AND OPERATED BY THE COMPANY OR (III) THE PROBABLE SUCCESS, SUCCESS OR PROFITABILITY OR PROSPECTS OF ITS BUSINESSES THE BUSINESS AFTER THE CLOSING CLOSING, INCLUDING ANY PROJECTIONS, AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (bB) EXCEPT AS EXPRESSLY SET FORTH HEREININ THE CASE OF FRAUD, NONE OF THE MANAGEMENT COMMITTEE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TOTO BUYER, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES OF, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ BUYER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIESBUSINESS, INCLUDING THE COMPANY’S CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS DOCUMENTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESBUYER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES BUYER OR IN ANY OTHER FORM IN CONNECTION WITH EXPECTATION OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF BY THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR . ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY SUCH OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV3 (INCLUDING IN THE RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULE), OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ARTICLE 6, AND EXCEPT AS MAY BE PROVIDED IN THE SUPPORT AGREEMENT, NONE OF THE COMPANY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ON BEHALF OF THE COMPANY OR ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF THE COMPANY’S OR ITS AFFILIATES’ RESPECTIVE BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE COMPANY’S OR ANY OF ITS AFFILIATES’ RESPECTIVE BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREININ THIS AGREEMENT (INCLUDING TO THE EXTENT EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY IN THIS ARTICLE 3 OR ANY RELATED PORTION OF THE COMPANY DISCLOSURE SCHEDULE), AND EXCEPT AS MAY BE PROVIDED IN THE SUPPORT AGREEMENT, NONE OF THE COMPANY COMPANY, ITS AFFILIATES OR ITS THEIR RESPECTIVE REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY ITS REPRESENTATIVES OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS RESPECTIVE SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE OR PROVIDED TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESREPRESENTATIVES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT PARENT, ITS AFFILIATES OR ITS THEIR RESPECTIVE REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. . (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT4, OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ARTICLE 6, NONE OF PARENT OR PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES OR ANY OTHER PERSON MAKES HAS MADE (AND THE COMPANY AND ITS AFFILIATES IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY RELATING TO ITSELF OR ITS BUSINESS OR OTHERWISE IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (aA) EXCEPT AS FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY SET FORTH IN THIS ARTICLE Article IV, NONE OF THE COMPANY, THE COMPANY SUBSIDIARIES OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE OR IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS COMPANY OR THE COMPANY SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTYSUBSIDIARIES, EXPRESS OR IMPLIEDINCLUDING, AT LAW OR IN EQUITYWITHOUT LIMITATION, WITH RESPECT TO (I) THEIR FINANCIAL CONDITION, BUSINESS, OPERATIONS, RESULTS OF OPERATIONS, PROPERTIES, ASSETS, LIABILITIES OR PROSPECTS, (II) THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESSACCURACY AND COMPLETENESS OF ANY MATERIALS OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENT, PROFITABILITY INCLUDING ANY PROJECTIONS, ESTIMATES OR PROSPECTS BUDGETS DELIVERED TO OR MADE AVAILABLE TO any Parent Party or any of their respective Affiliates (including for purposes of this Section, the EWS Family Shareholders) or representatives OF ITS BUSINESSES AFTER FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE CLOSING COMPANY AND THE COMPANY SUBSIDIARIES OR THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND THE COMPANY SUBSIDIARIES. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (aA) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII, NONE OF THE COMPANY COMPANY, ITS AFFILIATES OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS COMPANY, THE SUBSIDIARIES, THE SHARES OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVTHE ASSETS, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE PURPOSE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION PROBABLE SUCCESS OR PROFITABILITY OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF ITS BUSINESSES COMPANY AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (bB) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY COMPANY, ITS AFFILIATES, OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES THE INVESTOR OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TOTO THE INVESTOR, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES OF, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ THE INVESTOR’S USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIESCOMPANY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS DOCUMENTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESTHE INVESTOR, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED BY OR ON BEHALF OF PARENT OR ITS REPRESENTATIVES THE INVESTOR OR IN ANY OTHER FORM IN CONNECTION WITH EXPECTATION OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF BY THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR . ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY SUCH OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (aA) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII, NONE OF NEITHER THE COMPANY NOR ITS AFFILIATES (OTHER THAN THE SELLERS PURSUANT TO ARTICLE IV) OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS REGISTER ENTITIES, THE BUSINESS, THE INTERESTS, THE SUBSIDIARY INTERESTS OR ANY OTHER ASSETS, LIABILITIES, OPERATIONS, BUSINESSES, PROSPECTS OR CONDITION (FINANCIAL OR OTHERWISE) OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVTHE REGISTER ENTITIES, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS)PURPOSE, (II) THE OPERATION OF ITS BUSINESSES THE REGISTER ENTITIES OR THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLERS OR (III) THE PROBABLE SUCCESS, SUCCESS OR PROFITABILITY OF THE REGISTER ENTITIES OR PROSPECTS OF ITS BUSINESSES THE BUSINESS AFTER THE CLOSING AND NEITHER THE COMPANY NOR ITS AFFILIATES OR ANY SUCH REPRESENTATION OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS NOT EXPRESSLY SET FORTH HEREININ THIS AGREEMENT AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED, NONE AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE COMPANY OR ITS REPRESENTATIVES SELLERS SET FORTH IN ARTICLE X, NO SUCH PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TOTO THE PURCHASER, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES OF, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ THE PURCHASER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF REGISTER ENTITIES OR THE COMPANY AND ITS SUBSIDIARIESBUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS DOCUMENTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESTHE PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGSCONFIDENTIAL INFORMATION MEMORANDA, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES THE PURCHASER OR IN ANY OTHER FORM IN CONNECTION WITH EXPECTATION OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF BY THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR . ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY SUCH OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV4 (INCLUDING IN THE RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULE), OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ARTICLE 7, AND EXCEPT AS MAY BE PROVIDED IN THE SUPPORT AGREEMENT, NONE OF THE COMPANY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ON BEHALF OF THE COMPANY OR ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF THE COMPANY’S OR ITS AFFILIATES’ RESPECTIVE BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE COMPANY’S OR ANY OF ITS AFFILIATES’ RESPECTIVE BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREININ THIS AGREEMENT (INCLUDING TO THE EXTENT EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY IN THIS ARTICLE 4 OR ANY RELATED PORTION OF THE COMPANY DISCLOSURE SCHEDULE), AND EXCEPT AS MAY BE PROVIDED IN THE SUPPORT AGREEMENT, NONE OF THE COMPANY COMPANY, ITS AFFILIATES OR ITS THEIR RESPECTIVE REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY ITS REPRESENTATIVES OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS RESPECTIVE SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE OR PROVIDED TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESREPRESENTATIVES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT PARENT, ITS AFFILIATES OR ITS THEIR RESPECTIVE REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. . (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT5, OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ARTICLE 7, NONE OF PARENT OR PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES OR ANY OTHER PERSON MAKES HAS MADE (AND THE COMPANY AND ITS AFFILIATES IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY RELATING TO ITSELF OR ITS BUSINESS OR OTHERWISE IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF THE COMPANY OR ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF ITS BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. . (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIV (INCLUDING IN THE RELATED PORTIONS OF THE COMPANY DISCLOSURE LETTER), NONE OF THE COMPANY COMPANY, ITS SUBSIDIARIES OR ITS ANY OF THEIR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF ITS THEIR BUSINESSES OR ITS THEIR SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF ITS BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE MAKES ANY REPRESENTATIONS OR BE SUBJECT TO ANY LIABILITY WARRANTIES REGARDING THE ACCURACY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY COMPLETENESS OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIV (AS MODIFIED BY THE SCHEDULES, AS SUPPLEMENTED OR AMENDED), NONE OF THE COMPANY COMPANY, THE SUBSIDIARIES OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY VERBAL OR WRITTEN REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS COMPANY OR THE SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF ITS BUSINESSES OR ITS THE SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS)PURPOSE, (II) THE OPERATION OF ITS BUSINESSES AFTER THE CLOSING ANY FINANCIAL FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS, OR (III) THE PROBABLE SUCCESSSUCCESS OR PROFITABILITY OF THE COMPANY OR THE SUBSIDIARIES, PROFITABILITY OR PROSPECTS OF ITS BUSINESSES AFTER THE CLOSING AND CLOSING. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR ITS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY . BUYER AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES MERGER SUB ACKNOWLEDGE AND AGREE THAT, EXCEPT EXPECT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V IV (AS MODIFIED BY THE SCHEDULES, AS SUPPLEMENTED OR AMENDED), THE ASSETS AND THE BUSINESS OF THIS AGREEMENTTHE COMPANY AND THE SUBSIDIARIES ARE BEING TRANSFERRED ON A “WHERE IS” AND, NONE OF PARENT OR AS TO CONDITION, “AS IS” BASIS. BUYER AND MERGER SUB OR ANY ACKNOWLEDGE AND AGREE THAT THEY HAVE CONDUCTED, TO THEIR SATISFACTION, THEIR OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND THE SUBSIDIARIES AND, IN MAKING THEIR DETERMINATION TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND PROCEED WITH THE TRANSACTIONS, BUYER AND MERGER SUB HAVE RELIED ON THE RESULTS OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (OWN INDEPENDENT INVESTIGATION. BUYER AND MERGER SUB ACKNOWLEDGE THAT THEY ARE INFORMED AND SOPHISTICATED PERSONS, AND HAVE ENGAGED ADVISORS EXPERIENCED IN THE EVALUATION AND PURCHASE OF COMPANIES SUCH AS THE COMPANY AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE SUBSIDIARIES AS CONTEMPLATED TRANSACTIONSHEREUNDER.

Disclaimer of the Company. (aA) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII, NONE OF THE COMPANY STOCKHOLDERS OR ITS THE COMPANY, OR THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS COMPANY, THE SUBSIDIARIES, THE SHARES OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVTHE ACQUIRED ASSETS, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS)PURPOSE, (II) THE OPERATION OF ITS BUSINESSES THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE STOCKHOLDERS, THE COMPANY AND THE SUBSIDIARIES OR (III) THE PROBABLE SUCCESS, SUCCESS OR PROFITABILITY OR PROSPECTS OF ITS BUSINESSES THE BUSINESS AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (bB) EXCEPT AS EXPRESSLY OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE STOCKHOLDERS SET FORTH HEREININ ARTICLE IX, NONE OF THE COMPANY STOCKHOLDERS OR ITS THE COMPANY, OR THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES THE PURCHASER PARTIES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TOTO THE PURCHASER PARTIES, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES OF, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVESTHE PURCHASER PARTIES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIESBUSINESS, INCLUDING THE CONFIDENTIAL MEMORANDUM DATED FEBRUARY 2012 AND ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS DOCUMENTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCESTHE PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES THE PURCHASER PARTIES OR IN ANY OTHER FORM IN CONNECTION WITH EXPECTATION OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF BY THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR . ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY SUCH OTHER PERSON MAKES (AND THE COMPANY IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII OR IN THE TRANSACTION DOCUMENTS, NONE OF NEITHER THE COMPANY NOR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR ITS REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF ITS BUSINESSES OR ITS SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVCOMPANY, THE BUSINESS, THE COMPANY AND ITS REPRESENTATIVES HAVE NOT MADE SHARES OR ANY REPRESENTATION OTHER ASSETS, LIABILITIES, OPERATIONS, BUSINESSES, PROSPECTS OR WARRANTYCONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS)PURPOSE, (II) THE OPERATION OF ITS BUSINESSES THE COMPANY OR THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE COMPANY PRIOR TO THE CLOSING OR (III) THE PROBABLE SUCCESS, SUCCESS OR PROFITABILITY OR PROSPECTS OF ITS BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COMPANY OR THE BUSINESS AFTER THE CLOSING (SUCH REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE SET FORTH IN THIS ARTICLE III OR IN THE TRANSACTION DOCUMENTS, THE “NON-REPRESENTATION INFORMATION”), AND NEITHER THE COMPANY NOR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS OR WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS AND NO SUCH PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES THE PURCHASER, THE SURVIVING CORPORATION OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TOTO THE PURCHASER, OR USE BY, PARENT OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES OF, OR PARENT’S, ANY OF ITS AFFILIATES’ OR THEIR RESPECTIVE REPRESENTATIVES’ THE PURCHASER’S USE OF, ANY NON-REPRESENTATION INFORMATION RELATING TO THE BUSINESSES OF COMPANY OR THE COMPANY AND ITS SUBSIDIARIESBUSINESS, INCLUDING ANY INFORMATIONTHE VIRTUAL DATA ROOM, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO PARENT, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGSCONFIDENTIAL INFORMATION MEMORANDA, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PARENT OR ITS REPRESENTATIVES THE PURCHASER OR IN ANY OTHER FORM IN CONNECTION WITH EXPECTATION OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. (c) THE COMPANY ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF BY THIS AGREEMENT, NONE OF PARENT OR MERGER SUB OR . ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON MAKES (AND THE COMPANY NON-REPRESENTATION INFORMATION IS NOT RELYING ON) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONSHEREBY EXPRESSLY DISCLAIMED.