Common use of Disclaimer of the Company Clause in Contracts

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY SET FORTH IN THIS Article IV, NONE OF THE COMPANY, THE COMPANY SUBSIDIARIES OR 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 COMPANY OR THE COMPANY SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES, INCLUDING, WITHOUT 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 PURPOSE OR (III) THE ACCURACY AND COMPLETENESS OF ANY MATERIALS OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY PROJECTIONS, ESTIMATES OR 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 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 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.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY AS SET FORTH IN THIS Article IV, NONE OF THE COMPANY, ARTICLE IV (AS MODIFIED BY THE COMPANY SUBSIDIARIES DISCLOSURE SCHEDULE), NEITHER THE COMPANY OR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MANAGEMENT COMMITTEE MEMBERS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE OR IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY AND ITS SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE PURPOSE, (II) THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS PRESENTLY USED AND OPERATED BY THE COMPANY OR (III) THE ACCURACY AND COMPLETENESS PROBABLE SUCCESS OR PROFITABILITY OF ANY MATERIALS OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENTTHE BUSINESS AFTER THE CLOSING, INCLUDING ANY PROJECTIONS, ESTIMATES AND (B) EXCEPT IN THE CASE OF FRAUD, NONE OF THE MANAGEMENT COMMITTEE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR BUDGETS DELIVERED REPRESENTATIVES OF THE COMPANY WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING THE COMPANY’S CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO any Parent Party or any of their respective Affiliates (including for purposes of this SectionBUYER, the EWS Family Shareholders) or representatives WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (BUYER OR IN ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OTHER FORM IN EXPECTATION OF THE COMPANY AND THE COMPANY SUBSIDIARIES OR THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY AS SET FORTH IN THIS Article IVARTICLE III, NONE OF THE COMPANY, NEITHER THE COMPANY SUBSIDIARIES NOR ITS AFFILIATES (OTHER THAN THE SELLERS PURSUANT TO ARTICLE IV) OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE OR IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIESREGISTER ENTITIES, THE CAPITAL STOCK OR OTHER EQUITY BUSINESS, THE INTERESTS, THE SUBSIDIARY INTERESTS OR THE ASSETS ANY OTHER ASSETS, LIABILITIES, OPERATIONS, BUSINESSES, PROSPECTS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIESREGISTER ENTITIES, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE PURPOSE, (II) THE OPERATION OF 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 ACCURACY PROBABLE SUCCESS OR PROFITABILITY OF THE REGISTER ENTITIES OR THE BUSINESS AFTER THE CLOSING AND COMPLETENESS NEITHER THE COMPANY NOR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAS ANY MATERIALS AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS OR WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED, AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE SELLERS SET FORTH IN ARTICLE X, NO SUCH PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S USE OF, ANY INFORMATION MADE AVAILABLE RELATING TO THE REGISTER ENTITIES OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENTTHE BUSINESS, INCLUDING ANY PROJECTIONSINFORMATION, ESTIMATES DOCUMENTS OR BUDGETS DELIVERED TO OR MATERIAL MADE AVAILABLE TO any Parent Party or any of their respective Affiliates (including for purposes of this SectionTHE PURCHASER, the EWS Family Shareholders) or representatives OF FUTURE REVENUESWHETHER ORALLY OR IN WRITING, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) FUNCTIONAL “BREAK-OUT” DISCUSSIONS, CONFIDENTIAL INFORMATION MEMORANDA, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE COMPANY AND THE COMPANY SUBSIDIARIES PURCHASER OR THE FUTURE BUSINESS AND OPERATIONS IN ANY OTHER FORM IN EXPECTATION OF THE COMPANY AND THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY AS EXPRESSLY SET FORTH IN THIS Article IVARTICLE IV (AS MODIFIED BY THE SCHEDULES, AS SUPPLEMENTED OR AMENDED), NONE OF THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY VERBAL OR IS AUTHORIZED TO MAKE ANY WRITTEN REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE PURPOSE, (II) ANY FINANCIAL FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS, OR (III) THE ACCURACY AND COMPLETENESS OF ANY MATERIALS PROBABLE SUCCESS OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY PROJECTIONS, ESTIMATES OR 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 FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANY AND THE COMPANY SUBSIDIARIES OR THE FUTURE BUSINESS AND OPERATIONS OF SUBSIDIARIES, AFTER THE COMPANY AND THE COMPANY SUBSIDIARIESCLOSING. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. BUYER AND MERGER SUB ACKNOWLEDGE AND AGREE THAT, EXPECT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES, AS SUPPLEMENTED OR AMENDED), THE ASSETS AND THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES ARE BEING TRANSFERRED ON A “WHERE IS” AND, AS TO CONDITION, “AS IS” BASIS. BUYER AND MERGER SUB 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 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 SUBSIDIARIES AS CONTEMPLATED HEREUNDER.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY AS SET FORTH IN THIS Article IVARTICLE III, NONE OF THE STOCKHOLDERS OR THE COMPANY, THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE OR IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR COMPANY, THE COMPANY SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY SHARES OR ANY OF THE COMPANY SUBSIDIARIESACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE PURPOSE, (II) THE OPERATION OF 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 ACCURACY PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND COMPLETENESS (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE STOCKHOLDERS SET FORTH IN ARTICLE IX, NONE OF THE STOCKHOLDERS OR THE COMPANY, OR THEIR RESPECTIVE AFFILIATES, OR ANY MATERIALS OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER PARTIES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER PARTIES, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER PARTIES’ USE OF, ANY INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENTRELATING TO THE BUSINESS, INCLUDING THE CONFIDENTIAL MEMORANDUM DATED FEBRUARY 2012 AND ANY PROJECTIONSINFORMATION, ESTIMATES DOCUMENTS OR BUDGETS DELIVERED TO OR MATERIAL MADE AVAILABLE TO any Parent Party or any of their respective Affiliates (including for purposes of this SectionTHE PURCHASER, the EWS Family Shareholders) or representatives OF FUTURE REVENUESWHETHER ORALLY OR IN WRITING, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE COMPANY AND THE COMPANY SUBSIDIARIES PURCHASER PARTIES OR THE FUTURE BUSINESS AND OPERATIONS IN ANY OTHER FORM IN EXPECTATION OF THE COMPANY AND THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY AS SET FORTH IN THIS Article IVARTICLE III, NONE OF THE COMPANY, THE COMPANY SUBSIDIARIES ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE OR IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR COMPANY, THE COMPANY SUBSIDIARIES, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY SHARES OR ANY OF THE COMPANY SUBSIDIARIESASSETS, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE OR (IIIII) THE ACCURACY PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY AFTER THE CLOSING AND COMPLETENESS (B) NONE OF THE COMPANY, ITS AFFILIATES, OR ANY MATERIALS OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE INVESTOR OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE INVESTOR, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE INVESTOR’S USE OF, ANY INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENTRELATING TO THE COMPANY, INCLUDING ANY PROJECTIONSINFORMATION, ESTIMATES DOCUMENTS OR BUDGETS DELIVERED TO OR MATERIAL MADE AVAILABLE TO any Parent Party or any of their respective Affiliates (including for purposes of this SectionTHE INVESTOR, the EWS Family Shareholders) or representatives OF FUTURE REVENUESWHETHER ORALLY OR IN WRITING, FUTURE RESULTS OF OPERATIONS (IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED BY OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) ON BEHALF OF THE COMPANY AND THE COMPANY SUBSIDIARIES INVESTOR OR THE FUTURE BUSINESS AND OPERATIONS IN ANY OTHER FORM IN EXPECTATION OF THE COMPANY AND THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of the Company. (A) EXCEPT FOR THE REPRESENTATIONS OF THE COMPANY EXPRESSLY AS SET FORTH IN THIS Article IVARTICLE III OR IN THE TRANSACTION DOCUMENTS, NONE OF THE COMPANY, NEITHER THE COMPANY SUBSIDIARIES OR NOR ANY OF THEIR RESPECTIVE ITS SHAREHOLDERS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE OR IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR COMPANY, THE BUSINESS, THE COMPANY SUBSIDIARIESSHARES OR ANY OTHER ASSETS, THE CAPITAL STOCK LIABILITIES, OPERATIONS, BUSINESSES, PROSPECTS OR OTHER EQUITY INTERESTS CONDITION (FINANCIAL OR THE ASSETS OTHERWISE) OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIESCOMPANY, INCLUDING, WITHOUT LIMITATION, INCLUDING 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 PURPOSE PURPOSE, (II) THE OPERATION OF 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 ACCURACY AND COMPLETENESS OF ANY MATERIALS PROBABLE SUCCESS OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY PROJECTIONS, ESTIMATES OR 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 FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) PROFITABILITY 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 SUBSIDIARIES 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 THE PURCHASER, THE SURVIVING CORPORATION OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE FUTURE BUSINESS AND OPERATIONS PURCHASER’S USE OF, ANY NON-REPRESENTATION INFORMATION RELATING TO THE COMPANY OR THE BUSINESS, INCLUDING THE VIRTUAL DATA ROOM, MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, CONFIDENTIAL INFORMATION MEMORANDA, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE COMPANY AND PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER NON-REPRESENTATION OR WARRANTY INFORMATION IS HEREBY EXPRESSLY DISCLAIMED.