Common use of Entire Agreement; No Reliance Clause in Contracts

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement III and of Parent and Merger Sub contained in Article 5 IV of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this AgreementTransactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation notwithstanding any otherwise express representations and warranty warranties made by the Company parties in this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries Company Subsidiary makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries Company Subsidiary or the future business, operations or affairs of the Company or any of its Subsidiaries Company Subsidiary heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries Company Subsidiary or the business, operations or affairs of the Company or any of its SubsidiariesCompany Subsidiary, except to the extent and as expressly covered by a representation and warranty made in this Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement5, or in any certificate delivered expressly pursuant to this Agreementrespectively, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this AgreementTransactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation notwithstanding any otherwise express representations and warranty warranties made by the Company parties in this Agreement, each of Parent and Merger Sub party hereto agrees that neither the Company nor any of its Subsidiaries no party hereto makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of such party and its Subsidiaries Affiliates or the future business, operations or affairs of the Company or any of such party and its Subsidiaries Affiliates heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the any electronic data room of the Company, with respect to the Company such party or any of its Subsidiaries Affiliates or the business, operations or affairs of such party or its Affiliates, except to the Company or any of its Subsidiariesextent and as expressly covered by a representation and warranty made in this Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreementother Transaction Documents, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any other documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement5, or in any certificate delivered expressly pursuant to this Agreementrespectively, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this AgreementTransactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation notwithstanding any otherwise express representations and warranty warranties made by the Company parties in this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made in this Agreement.

Entire Agreement; No Reliance. (a) This Agreement, including the Confidentiality AgreementExhibits and the Schedules attached hereto and incorporated herein by reference constitute the entire agreement between the parties hereto and their respective Affiliates and Representatives relating to the subject matter hereof, and supersedes all prior agreements, correspondence, discussions and understandings of the exhibits and schedules to parties (whether oral or written), it being the intention of the parties hereto that this Agreement, the Company Disclosure Schedule Exhibits and any documents the Schedules attached hereto and the Buyer Ancillary Agreements and Seller Ancillary Agreements shall serve as the complete and exclusive statement of the terms of their respective agreement together on the subject matter hereof, provided, that the forms of agreements attached hereto as Exhibits shall be superceded by the copies of such agreements executed and delivered by the respective parties in connection herewith constitute thereto, the entire agreement among execution and delivery of such agreements by the parties with respect thereto to be conclusive evidence of such parties' approval of any change or modification therein, and provided, further, that the Schedules attached hereto shall be superseded by amended schedules to the subject matter hereof extent and supersede all prior agreements and understandings, both written and oral, among on the parties with respect theretoterms expressly provided herein or in the Transition Agreement. (b) Each party hereto agrees thathas been represented by counsel of its choice in the drafting and negotiating of this Agreement and no party hereto is relying on any statement, representation or warranty, written or oral, express or implied, made by any other party or such other party's Affiliates or Representatives, except for the representations and warranties of the Company contained made by any other party in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement as expressly set forth therein, none of in the Company, Parent Buyer Ancillary Agreements or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoingSeller Ancillary Agreements. Without limiting the generality of the foregoing, except to the extent parties hereto acknowledge and as expressly covered by a representation and warranty made by the Company in this Agreement, each of Parent and Merger Sub agrees agree that neither the Company no party hereto nor any of its Subsidiaries makes Affiliates or has made Representatives is making any representation or warranty with respect to (i) whatsoever, oral or written, express or implied, other than, respectively, those set forth in Section 5 and 7 of this Agreement or as expressly set forth in the Buyer Ancillary Agreements or Seller Ancillary Agreements, and no party hereto is relying on any projectionsstatement, forecastsrepresentation or warranty, estimatesoral or written, plans express or budgets or future revenuesimplied, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) by any other informationparty or such other party's Affiliates or Representatives, statements or documents heretofore or hereafter delivered to or made available to it, including except for the information representations and warranties set forth in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiariessuch Sections and agreements.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the Support Agreements, the exhibits and schedules to this Agreement, and the Company Disclosure Schedule and any documents delivered by the parties in connection herewith Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, each of : (a) Parent and Merger Sub agrees acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), that they are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), and that no employee, agent, advisor or other representative of the Company has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement; (b) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that neither the Company nor any of its Subsidiaries makes or representatives has made any representation or warranty warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent or Merger Sub and its representatives except as expressly set forth in this Agreement, and neither the Company nor any other Person shall be subject to any liability to Parent or Merger Sub or any other Person resulting from the Company’s furnishing or making available to Parent or Merger Sub or Parent’s or Merger Sub’s use of such information, or any information, documents or material made available to Parent or Merger Sub in any due diligence materials provided to Parent or Merger Sub, including in the “data room,” management presentations (formal or informal) or in any other form in connection with respect to the Transactions; (ic) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding any forecasts, projections, forecasts, estimates, plans estimates or budgets discussed with, delivered to or made available to Parent, or otherwise regarding the future revenues, expenses or expendituresfuture expenses, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room prospects of the Company, with respect to ; and (d) the Company acknowledges and agrees that Parent and Merger Sub have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 5, that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of its Subsidiaries this Agreement, express or implied, except as provided in Article 5, and that no representative of Parent or Merger Sub has made or is making any representations or warranties whatsoever regarding the business, operations or affairs subject matter of the Company or any of its Subsidiariesthis Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith (including the Financing Commitment Letters and the Guarantee) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) . Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation notwithstanding any otherwise express representations and warranty warranties made by the Company parties in this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made in this Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreementhereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation notwithstanding any otherwise express representations and warranty warranties made by the Company parties in this Agreement, each of Parent the Buyer Entities and Merger Sub agrees that neither the Company nor any of its Subsidiaries Subsidiary makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made in this Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, or in any certificate delivered expressly pursuant to this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries.

Entire Agreement; No Reliance. (a) This Agreement, the CVR Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, Agreement and the Company Disclosure Schedule and any documents delivered by the parties in connection herewith Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, each of : (a) Parent and Merger Sub agrees acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), that they are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), and that no employee, agent, advisor or other representative of the Company has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement; (b) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that neither the Company nor any of its Subsidiaries makes or representatives has made any representation or warranty warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent or Merger Sub and its representatives except as expressly set forth in this Agreement, and neither the Company nor any other Person shall be subject to any liability to Parent or Merger Sub or any other Person resulting from the Company’s making available to Parent or Merger Sub or Parent’s or Merger Sub’s use of such information, or any information, documents or material made available to Parent or Merger Sub in any due diligence materials provided to Parent or Merger Sub, including in the “data room,” management presentations (formal or informal) or in any other form in connection with respect to the Transactions; (ic) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding any forecasts, projections, forecasts, estimates, plans estimates or budgets discussed with, delivered to or made available to Parent, or otherwise regarding the future revenues, expenses or expendituresfuture expenses, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, business and operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to ; and (d) the Company acknowledges and agrees that Parent and Merger Sub have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 5, that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of its Subsidiaries this Agreement, express or implied, except as provided in Article 5, and that no representative of Parent or Merger Sub has made or is making any representations or warranties whatsoever regarding the businesssubject matter of this Agreement, operations except in each case as expressly set forth in this Agreement or affairs in the case of the Company or any of its Subsidiariesfraud.

Entire Agreement; No Reliance. (a) This AgreementAgreement (including the Schedules and Exhibits hereto, the Confidentiality Agreement, Agreement and the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute Ancillary Agreements) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, or any of them, written or oral, with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect theretoof this Agreement. (b) Each party hereto agrees thatTHE PURCHASER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article ARTICLE 5 of this AgreementAND THE CERTIFICATE(S) DELIVERED PURSUANT TO SECTION 3.2(a)(vi) OF THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS OR ANY ACQUIRED COMPANY WITH RESPECT TO THE ACQUIRED COMPANIES OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 4, or in any certificate delivered expressly pursuant to this AgreementARTICLE 5 AND THE CERTIFICATE(S) DELIVERED PURSUANT TO SECTION 3.2(a)(vi) OF THIS AGREEMENT, and the representations and warranties of the parties to the Voting Agreement expressly set forth thereinTHE PURCHASER ACKNOWLEDGES AND AGREES THAT (A) THE ACQUIRED COMPANIES ARE BEING ACQUIRED BY THE PURCHASER “AS IS” AND “WHERE IS” AND WITH ALL FAULTS, none of the CompanyAND, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its RepresentativesEXCEPT AS SET FORTH IN THIS AGREEMENT AND ANY CERTIFICATES DELIVERED PURSUANT TO THIS AGREEMENT, with respect to the execution and delivery of this Agreement or the transactions contemplated by this AgreementTHE SELLERS AND THE COMPANY MAKE NO WARRANTY, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoingEXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE ACQUIRED COMPANIES OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, THE OPERATION OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING IN ANY MANNER OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING AND (B) NONE OF THE SELLER INDEMNIFIED PARTIES 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 ACQUIRED COMPANIES, 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. Without limiting the generality of the foregoingTHE PURCHASER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4, except to the extent and as expressly covered by a representation and warranty made by the Company in this AgreementARTICLE 5 AND THE CERTIFICATE(S) DELIVERED PURSUANT TO SECTION 3.2(a)(vi) OF THIS AGREEMENT ARE IN LIEU OF, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to AND THE PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (ic) any projectionsIN CONNECTION WITH THE PURCHASER’S INVESTIGATION OF THE ACQUIRED COMPANIES, forecastsTHE PURCHASER HAS RECEIVED FROM THE SELLERS AND THE COMPANY VARIOUS FORWARD–LOOKING STATEMENTS REGARDING THE ACQUIRED COMPANIES AND THEIR BUSINESSES, estimatesINCLUDING ESTIMATES, plans or budgets or future revenuesASSUMPTIONS, expenses or expendituresPROJECTIONS, future results of operations BUDGETS, FORECASTS AND PLANS. THE PURCHASER ACKNOWLEDGES THAT: (or any component thereof)I) THERE ARE UNCERTAINTIES INHERENT IN FORWARD–LOOKING STATEMENTS OF THIS TYPE, future cash flows (or any component thereofII) or future financial condition THE PURCHASER IS FAMILIAR WITH SUCH UNCERTAINTIES, (or any component thereofIII) of the Company or any of its Subsidiaries or the future businessTHE PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN INVESTIGATION, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to itEXAMINATION AND VALUATION OF THE ACQUIRED COMPANIES AND HAS EMPLOYED OUTSIDE PROFESSIONALS TO ASSIST IT WITH THE FOREGOING, or (iiIV) any other informationTHE PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL FORWARD–LOOKING STATEMENTS, statements or documents heretofore or hereafter delivered to or made available to itTHE PURCHASER IS NOT RELYING ON ANY FORWARD–LOOKING STATEMENT IN ANY MANNER WHATSOEVER, including the information in the electronic data room of the CompanyAND (V) WITH RESPECT TO THE FOREGOING, with respect to the Company or any of its Subsidiaries or the businessTHE PURCHASER WILL HAVE NO RECOURSE OR REMEDY AGAINST THE COMPANY, operations or affairs of the Company or any of its SubsidiariesSELLERS OR ANY SELLER INDEMNIFIED PARTY.

Entire Agreement; No Reliance. (a) This Agreement, including the Confidentiality Agreement, the exhibits Schedules hereto (which are hereby incorporated by reference and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute made a part hereof) is the entire agreement among of the parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and agreements, understandings, both written documents, projections, studies, presentations, statements, environmental site assessments or investigations, financial data, representations and oralwarranties, oral or written, express or implied, between or among the parties with hereto and their respective Affiliates, representatives and agents in respect theretoof the subject matter hereof, except that this Agreement does not supersede the Confidentiality Agreement, the terms and conditions of which the parties hereto expressly reaffirm. (b) Each party hereto agrees thathas been represented by counsel of its choice in the drafting and negotiating of this Agreement and no party hereto is relying on any statement, representation or warranty, written or oral, express or implied, made by any other party or such other party’s Affiliates, representatives or agents, except for the representations and warranties of made by the Company contained parties in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoingterms hereof. Without limiting the generality of the foregoing, except to the extent parties hereto acknowledge and as expressly covered by a representation and warranty made by the Company in this Agreement, each of Parent and Merger Sub agrees agree that neither the Company no party hereto nor any of its Subsidiaries makes Affiliates, representatives or has made agents is making any representation or warranty with respect whatsoever, oral or written, express or implied, other than, respectively, those set forth in Sections 4 and 5 and those contained in the certificate delivered pursuant to (i) the terms hereof and no party hereto is relying on any projectionsstatement, forecastsrepresentation or warranty, estimatesoral or written, plans express or budgets or future revenuesimplied, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) by any other informationparty or such other party’s Affiliates, statements representatives or documents heretofore or hereafter delivered to or made available to itagents, including except for the information representations and warranties set forth in such sections and in the electronic data room of the Company, with respect certificates delivered pursuant to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiariesterms hereof.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the Support Agreement, the exhibits and schedules to this Agreement, Agreement and the Company Disclosure Schedule and any documents delivered by the parties in connection herewith Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, each of : (a) Parent and Merger Sub agrees acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), that they are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 (including the Company Disclosure Schedule), and that no employee, agent, advisor or other representative of the Company has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement; (b) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that neither the Company nor any of its Subsidiaries makes or representatives has made any representation or warranty warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent or Merger Sub and its representatives except as expressly set forth in this Agreement, and neither the Company nor any other Person shall be subject to any liability to Parent or Merger Sub or any other Person resulting from the Company’s making available to Parent or Merger Sub or Parent’s or Merger Sub’s use of such information, or any information, documents or material made available to Parent or Merger Sub in any due diligence materials provided to Parent or Merger Sub, including in the “data room,” management presentations (formal or informal) or in any other form in connection with respect to the Transactions; (ic) without limiting the foregoing, Parent and Merger Sub acknowledge and agree that the Company has not made and is not making any representations or warranties whatsoever regarding any forecasts, projections, forecasts, estimates, plans estimates or budgets discussed with, delivered to or made available to Parent, or otherwise regarding the future revenues, expenses or expendituresfuture expenses, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, business and operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the information in the electronic data room of the Company, with respect to ; and (d) the Company acknowledges and agrees that Parent and Merger Sub have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 5, that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of its Subsidiaries this Agreement, express or implied, except as provided in Article 5, and that no representative of Parent or Merger Sub has made or is making any representations or warranties whatsoever regarding the business, operations or affairs subject matter of the Company or any of its Subsidiariesthis Agreement.

Entire Agreement; No Reliance. (a) This Agreement, the Confidentiality Agreement, the exhibits and schedules to this Agreement, the Company Disclosure Schedule and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. (b) Each party hereto agrees that, except for the representations and warranties of the Company contained in Article 4 of this Agreement and of Parent and Merger Sub contained in Article 5 of this Agreement, or in any certificate delivered expressly pursuant to this Agreement, and the representations and warranties of the parties to the Voting Agreement expressly set forth therein, none of neither the Company, Parent or Merger Sub makes any other representations or warranties and each hereby disclaims any other representations or warranties made by itself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated by this Agreement, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting , including, in the generality case of the foregoingCompany, except to the extent and as expressly covered by a representation and warranty made by the Company in this Agreement, each of Parent and Merger Sub agrees that neither the Company nor any of its Subsidiaries makes or has made any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or budgets, of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to itParent, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to itParent, including the information in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries.