Common use of Exclusivity of Representations and Warranties Clause in Contracts

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules), each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)5, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Parent, Merger Sub, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 4 (as modified by the Parent Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule), each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their respective affiliates, its affiliates and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Merger Sub, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or any certificate delivered by SPAC pursuant to this Agreement, none of Parent, Merger Sub nor SPAC and any other person on behalf of Parent or Merger Sub has made or makesSPAC have not made, and does not make, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) and any Ancillary Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement and any Ancillary Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure Schedules), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, the Company and any matter relating to any of themthereto, including their the affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Made Available, the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by ParentMade Available, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by ParentMade Available, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise Purchaser acknowledges that (a) it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, contracts and other properties and assets of the Business that it and its representatives have desired or requested to see or review, and that it and its representatives have had an opportunity to meet with the officers and employees of the Business to discuss the Business and (b) except for the representations and warranties expressly provided set forth in this Article IV III or in any Ancillary Agreement (as modified by and, in the Parent Disclosure Schedulescase of clause (iii) below, the indemnification rights of the Purchaser Indemnified Persons in Article X in respect of such representations and warranties), each of Parent and Merger Sub hereby expressly disclaims and negates, (i) Purchaser has not relied on any other express or implied representation or warranty whatsoever from Seller or any other Person in determining to enter into this Agreement, (whether at Law ii) neither Seller nor any other Person has made any representation or in equity) with respect warranty, express or implied, as to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairsthe Business (or the value or future thereof), the conditionAssets, value the Assumed Liabilities or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any information regarding any of the foregoing that Seller or any other information Person furnished or made available to the CompanyPurchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials) and (iii) except for intentional fraud, none of Seller, its affiliates Subsidiaries or any of their respective Representatives byother Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or on behalf ofPurchaser’s use, Parent or Merger Sub, and of any such representations or warranties are expressly disclaimedinformation. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations the representations and warranties in Article III and in the Ancillary Agreements (or any component thereofif any), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimedTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyAcquiror, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Acquiror, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Acquiror, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent PubCo, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubCo, First Merger Sub, Sub and Second Merger Sub and their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyHCIC, its affiliates or any of their respective Representatives by, or on behalf of, Parent PubCo, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreement, none of the Company or any Company Subsidiary makes, and the Company and each of Parent and Merger Sub Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesthe Company or the Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information or materials made available to the CompanySponsor, its SPAC or OpCo, their affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subany Company Subsidiary, their respective management or Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule), the certificate delivered on behalf of the Company pursuant to Section 8.02(d), or any Ancillary Agreement, none of Parentthe Company and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the Company or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any the Company or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyNGA, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto NGA, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto NGA, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the Company and Merger Sub Company Subsidiaries hereby expressly disclaims disclaim and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, the Company and Company Subsidiaries and their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyHCIC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger SubCompany Subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parentthe Company, Merger Sub nor any Company Subsidiary, or any other person on behalf of Parent the Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except (i) Notwithstanding the delivery or disclosure to Investor or any of its Affiliates or Representatives of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided set forth in Section 9 of this Article IV Agreement, Topco expressly disclaims any representations or warranties of any kind or nature whatsoever, express or implied, including as to the condition, value, quality or prospects of its or its Subsidiaries’ businesses or assets (as modified by and that of the Parent Disclosure SchedulesCompany and its Subsidiaries), each of Parent and Merger Sub hereby expressly Topco specifically disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law of merchantability, usage, suitability or in equity) fitness for any particular purpose with respect to Parentits or its Subsidiaries’ assets (or that of the Company or its Subsidiaries), Merger Subany part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that except as otherwise expressly set forth in Section 9 of this Agreement, such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Investor shall rely solely on its own examination and investigation thereof and on the representations and warranties expressly set forth in Section 9 of this Agreement. (ii) Topco, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 8: (A) neither Investor nor any other Person makes, or has made, any representation or warranty relating to Investor in connection with this Agreement; (B) no Person has been authorized by Investor, any of its Subsidiaries or any of its or its respective Affiliates or Representatives to make any representation or warranty relating to Investor in connection with this Agreement, and if made, such representation or warranty must not be relied upon by Topco or any of their respective affiliatesAffiliates or Representatives as having been authorized by Investor or any of its Affiliates or Representatives (or any other Person); and (C) the representations and warranties made by Investor in this Agreement are in lieu of and are exclusive of all other representations and warranties and Topco hereby disclaims any other or implied representations or warranties. (iii) Topco, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 8, in Article III of the Merger Agreement, and in Section 9(g) of the Tax Indemnity Agreement, it is not acting (including, as applicable, by entering into this Agreement or consummating the Merger) in reliance on and has not relied on: (A) any matter relating representation or warranty, express or implied; (B) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to Topco or any of them, including their affairs, the condition, value its respective Affiliates or quality of the assets, liabilities, financial condition Representatives; or results of operations, or with respect to (C) the accuracy or completeness of any other information made available to the Companyrepresentation, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or impliedestimate, with respect to any projectionsprojection, forecastsprediction, estimates or budgets made available by Parentdata, Merger Subfinancial information, their respective affiliates or any of their respective Representatives of future revenuesmemorandum, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates materials or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimedinformation.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreements, each of Parent and Merger Sub the Company Signatories hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Group Companies, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyWinVest, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubGroup Companies, and any such representations or warranties are expressly disclaimeddisclaimed and none of WinVest or the Merger Subs shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company Signatories nor any other person on their behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto WinVest, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto WinVest, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub (a) the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of the Company Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of the Company Subsidiaries as conducted after the Closing or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, by or on behalf of, Parent or Merger Subof the Company, and any such representations or warranties are expressly disclaimed, and (b) neither the Company nor any of its Affiliates or any of their respective Representatives shall be liable in respect of the accuracy or completeness of any information provided to Parent, its Affiliates or any of their respective Representatives. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makesmakes or has been authorized to make, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided Notwithstanding the delivery or disclosure to SPAC or the Company or any of their respective Representatives of any documentation or other information (including financial projections or other supplemental data) the representations of Pubco, Merger Sub I and Merger Sub II in this Article IV (as modified by VI constitute the Parent Disclosure Schedules)sole and exclusive representations and warranties of Pubco, each of Parent Merger Sub I and Merger Sub II in connection with the transactions contemplated hereby expressly disclaims and negatesexcept for the representations of Pubco, Merger Sub I and Merger Sub II in this Article VI, none of Pubco, Merger Sub I or Merger Sub II have made any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, Merger SubSub I or Merger Sub II, their respective affiliatesrespectively, and including any matter relating implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of themthe assets of Pubco, Merger Sub I or Merger Sub II or the transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (x) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided or made available by either of Pubco or the Merger Subs or their affairs, the condition, value respective Affiliates or quality Representatives in expectation of the assetsTransactions, liabilitiesincluding meetings, calls or correspondence with management of any of SPAC or the Company, and (y) any relating to the future or historical business, condition (financial condition or otherwise), results of operations, prospects, assets or with respect to liabilities of Pubco or either of the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives byMerger Subs, or on behalf ofthe quality, Parent quantity or Merger Sub, and any such representations condition of Pubco or warranties are expressly disclaimed. Without limiting the generality either of the foregoing, except as expressly set forth in this Agreement, none of ParentMerger Subs) are specifically disclaimed by Pubco, Merger Sub nor any other person on behalf of Parent or I and Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimedII.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubco, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent Pubco, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Pubco, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV VI (as may be modified by the Parent HCIC Disclosure SchedulesSchedule), each of Parent and Merger Sub HCIC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective HCIC and its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its PubCo, First Merger Sub or Second Merger Sub, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubHCIC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as may be modified by the HCIC Disclosure Schedule) or in the HCIC Officer’s Certificate, none of Parent, Merger Sub neither HCIC nor any other person on behalf of Parent or Merger Sub thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, PubCo, First Merger Sub or Second Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent HCIC, the Company, PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, PubCo, First Merger Sub, Second Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreement, no Seller makes, and each of Parent and Merger Sub Seller hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatessuch Seller, and any matter relating to any of them, them (including but not limited to their affairs, ownership in or relationship to the condition, value or quality Company and Company Subsidiaries and with respect to any business of the assets, liabilities, financial condition Company or results of operationsCompany Subsidiaries or otherwise), or with respect to the accuracy or completeness of any other information or materials made available to the CompanySponsor, its SPAC or OpCo, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent such Seller, its management (if applicable) or Merger Subits Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule), none of Parentno Seller, Merger Sub nor any and no other person on behalf of Parent or Merger Sub any Seller has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any Seller, the Company or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to the Sunergy Parties, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure Schedules)Schedule) or any Ancillary Agreement, neither SPAC nor OpCo, or any other person makes, and each of Parent SPAC and Merger Sub OpCo hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesSPAC or OpCo, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information or materials made available to the CompanySunergy Parties, its their affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC or Merger SubOpCo, its management or its Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Sunergy Party or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by or on behalf of SPAC or OpCo pursuant to Section 8.03(c), or in any Ancillary Agreement, none of Parentneither SPAC nor OpCo, Merger Sub nor any and no other person on behalf of Parent SPAC or Merger Sub OpCo has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto the Sunergy Parties, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)OpCo, whether or not included in any management presentation or in any other information made available by Parent, Merger Subto the Sunergy Parties, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent MergeCo and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentMergeCo, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent the MergeCo or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentMergeCo, Merger Sub nor any other person on behalf of Parent MergeCo or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the MergeCo or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(e), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their its respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to Section 8.02(e) of this Agreement, none of Parentthe Company, Merger Sub nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyGAMC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of GAMC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent the Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto GAMC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto GAMC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPC3, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimeddisclaimed and none of PC3, NewPubco or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto PC3, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto PC3, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule), the Company and each of Parent and Merger Sub Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesthe Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any Transaction Document delivered by the Company pursuant to this Agreement, none of Parentthe Company and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the Company or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco and Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Pubco and Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the HUDA, the Company, its affiliates the Sellers or any of their respective Representatives by, or on behalf of, Parent Pubco or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Pubco or Merger Sub nor any other person Person on behalf of Parent Pubco or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto HUDA, Merger Subthe Company, their respective affiliates the Sellers or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Pubco or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto HUDA, Merger Subthe Company, their respective affiliates the Sellers or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates AmalCo, their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger SubAmalCo, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger SubAmalCo, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the EVgo Parties and Merger Sub each Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe EVgo Parties, Merger Sub, their respective affiliatesthe Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the EVgo Parties or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by any EVgo Party pursuant to this Agreement, none of Parentthe EVgo Parties and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the EVgo Parties or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any EVgo Party or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. (a) Except for the representations and warranties made by the Company in Article III (as otherwise expressly modified by the Schedules thereto) and the Officer’s Certificate deliverable under Section 8.1(c), the Company makes no other representation or warranty of any kind or nature, express or implied, at law or in equity, in respect of the Company or any of its Subsidiaries or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), or the Transactions, and the Company disclaims any other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, managers, equityholders, employees, agents or Representatives. Except for the representations and warranties contained in Article III (as modified by the Schedules hereto) or the other Transaction Documents, the Company hereby disclaims any other representation or warranty (whether contained in a projection, forecast, statement or information made, communicated or furnished orally or in writing) of any kind or nature, express or implied, to Parent and Merger Sub or their Affiliates or Representatives (including as may be contained in any opinion, information, projection or advice that may have been or may be provided to Parent and Merger Sub by any director, manager, officer, equityholder, employee, agent, consultant or representative of the Company or any of their Affiliates). The Company makes no representations or warranties to Parent or Merger Sub regarding the probable success or profitability of the Company. (b) Except for the representations and warranties contained in this Article IV (as modified by the Parent Disclosure SchedulesSchedules hereto) and the Officer’s Certificate deliverable under Section 8.2(c), each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, Person makes any other representation or warranty, whether of any kind or nature, express or implied, with respect to Parent, Merger Sub or the Transactions, and Parent and Merger Sub disclaim any projectionsother representations or warranties, forecasts, estimates or budgets whether made available by Parent, Merger SubSub or any of their Affiliates, their respective affiliates officers, directors, managers, equityholders, employees, agents or representatives. Except for the representations and warranties contained in Article IV (as modified by the Schedules hereto) or the other Transaction Documents, Parent and Merger Sub hereby disclaim any other representation or warranty (whether contain in a projection, forecast, statement, or information made, communicated or furnished orally or in writing), of any kind or nature, express or implied, to the Company or its Affiliates or representatives or Shareholders (including as may be contained in any opinion, information, projection or advice that may have been or may be provided to the Company by any director, officer, manager, equityholder, employee, agent, consultant or representative of Parent, Merger Sub or any of their respective Representatives of future revenuesAffiliates). The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent. The Company is entering into this transaction subject only to the specific representations and warranties set forth in Article IV, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereofthe Officer’s Certificate deliverable under Section 8.2(c) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, Transaction Documents and that any such representations or warranties are expressly disclaimedsubject to the specifically bargained-for exclusive remedies as set forth in Article IX.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent SEAC Disclosure SchedulesSchedule), each of Parent and Merger Sub SEAC hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesSEAC or the SEAC Entities, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to LG Parent, Studio HoldCo, StudioCo, the CompanyStudio Entities, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSEAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SEAC Disclosure Schedule) or in any certificate delivered by SEAC pursuant to this Agreement, none of Parent, Merger Sub neither SEAC nor any other person Person on behalf of Parent or Merger Sub SEAC has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to LG Parent, Merger SubStudio HoldCo, StudioCo, the Studio Entities, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SEAC or Merger Sub the SEAC Entities (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to LG Parent, Merger SubStudio HoldCo, StudioCo, the Studio Entities, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates NewCo, Merger Sub, their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, NewCo, Merger Sub, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, NewCo, Merger Sub, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the LG Parent Disclosure SchedulesSchedule), each of LG Parent and Merger Sub hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to LG Parent, Merger Sub, their respective affiliatesStudioCo or the Studio Entities, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SEAC, the CompanySEAC Entities, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubLG Parent, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the LG Parent Disclosure Schedule) or in any certificate delivered by LG Parent pursuant to this Agreement, none of Parent, Merger Sub neither LG Parent nor any other person Person on behalf of LG Parent or Merger Sub has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SEAC, Merger Subthe SEAC Entities, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of LG Parent or Merger Sub the Studio Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SEAC, Merger Subthe SEAC Entities, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 6 (as modified by the Parent Disclosure SchedulesSchedule), each of Parent and Merger Sub Purchaser hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, Parent and the Parent Subsidiaries and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective its Affiliates or Representatives by, or on behalf of, of Parent or Merger Sub, and the Parent Subsidiaries and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any certificate delivered by Parent pursuant to this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent the Purchaser, their respective Affiliates or Merger Sub has Representatives have made or makes, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates to the Company or any of their respective its Affiliates or Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesLetter) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 7.03(d), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilitiesLiabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyGF, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto GF, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto GF, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Seller Disclosure SchedulesSchedule), each of Parent and Merger Sub Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSeller, Merger Subthe Company, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSeller, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Schedule) or in any certificate delivered by Seller pursuant to this Agreement, none of Parent, Merger Sub neither Seller nor any other person Person on behalf of Parent or Merger Sub Seller has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter matters relating to any of themit, including their its affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Mxxxxx Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, neither Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, warranty with respect to any projections, forecasts, estimates or budgets made available by Parentto the SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Goldenstone Disclosure Schedules), each of Parent Goldenstone and Merger Sub hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Goldenstone and Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Goldenstone and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, neither Goldenstone and Merger Sub nor any other person on behalf of Parent or Goldenstone and Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Goldenstone and Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 5 (as modified by the Parent Company Disclosure SchedulesSchedule), each the Company, on behalf of Parent itself and Merger Sub its Affiliates and Representatives, hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, the Company and Company Subsidiaries or its Affiliates and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates Purchaser or any of their respective Affiliates or any of their Representatives by, or on behalf of, Parent or Merger Sub, of the Company and Company Subsidiaries and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementArticle 5, none of Parentthe Company, Merger Sub nor the Company Subsidiaries, their respective Affiliates or any other person on behalf of Parent or Merger Sub their respective Representatives has made or makes, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information (whether oral or written) made available by to Parent, Merger Sub, Purchaser or their respective affiliates Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 9.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyLOKB, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto LOKB, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto LOKB, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPace, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Pace, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Pace, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent PC3 Disclosure SchedulesSchedule), each of Parent and Merger Sub PC3 hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe PC3, NewPubco or Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent PC3, NewPubco or Merger Sub, and any such representations or warranties are expressly disclaimeddisclaimed and the Company shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither PC3 nor any other person on behalf of Parent or Merger Sub PC3 has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PC3, NewPubco or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Disclosure Schedules)Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, each of Parent and each Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or each Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Parent Disclosure Schedule), in the Parent Officer’s Certificate or as set forth in any Ancillary Agreement, none of Parent, either Merger Sub nor or any other person on their behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub any of its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyFuture Health, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Future Health, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Future Health, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule), in the Company Officer’s Certificate or as set forth in any Ancillary Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any of its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, and Company, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their its respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe Company, Parent and Merger Sub agree that they have not relied on, and neither SPAC, nor any other person on behalf of Parent or Merger Sub SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and the Company, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article IV.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 3 (as modified by the Parent Seller Disclosure SchedulesSchedule), each of Parent and Merger Sub Seller hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSeller, Merger Subthe Company, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSeller, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Schedule) or in any certificate delivered by Seller pursuant to this Agreement, none of Parent, Merger Sub neither Seller nor any other person Person on behalf of Parent or Merger Sub Seller has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub (a) the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of the Company Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of the Company Subsidiaries as conducted after the Closing or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, by or on behalf of, Parent or Merger Subof the Company, and any such representations or warranties are expressly disclaimed, and (b) neither the Company nor any of its Affiliates or any of their respective Representatives shall be liable in respect of the accuracy or completeness of any information provided to Parent, its Affiliates or any of their respective Representatives. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makesmakes or has been authorized to make, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySwitchback, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Switchback, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Switchback, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent and Merger Sub hereby expressly disclaims and negates, and SPAC agrees that it has not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC agrees that it has not relied on, and none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.disclaimed and the SPAC agrees that it has not relied on any representations or warranties not set forth in this Article V.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Letter) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c) and in the Transaction Documents to which it is or will be a party, each of Parent the Company, Holdings and Cayman Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Holdings, Cayman Merger Sub, their respective affiliatesaffiliates and Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company, Holdings or Cayman Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Letter), in any certificate delivered by the Company, Holdings or Cayman Merger Sub pursuant to this Agreement or in any Transaction Document to which it is or will be a party, none of Parentthe Company, Holdings, Cayman Merger Sub nor any other person on behalf of Parent the Company, Holdings or Cayman Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise Notwithstanding the delivery or disclosure to Buyer or any of its Affiliates or Representatives of any documentation or other information (including any financial projections or other supplemental data), except for the representations and warranties expressly provided set forth in this Article IV III, none of Seller or the Transferred Subsidiaries makes, or has made, (as modified by the Parent Disclosure Schedules)and Seller and each Transferred Subsidiary, each of Parent and Merger Sub their respective Affiliates and Representatives, hereby expressly disclaims and negates, disclaims) any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, Transferred Subsidiary or with respect to the accuracy or completeness of any other information provided, or made available available, to the Company, its affiliates Buyer or any of their respective Representatives by, its Affiliates or on behalf of, Parent or Merger SubRepresentatives, and Buyer and its Representatives are not relying on any such representations representation, warranty or warranties are expressly disclaimed. Without limiting the generality other information of the foregoing, Seller or any Person except as for those expressly set forth in this AgreementArticle III. None of Seller or the Transferred Subsidiaries makes (and Seller and each Transferred Subsidiary, and their respective Affiliates and Representatives, hereby disclaim) any express or implied representation or warranty (including as to completeness or accuracy) to Buyer with respect to, and none of Parent, Merger Sub nor Seller or the Transferred Subsidiaries or any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect Person shall be subject to any projectionsliability to Buyer or any other Person resulting from, forecasts, estimates Seller or budgets made available by Parent, Merger Sub, any Transferred Subsidiary or their respective affiliates Representatives providing, or making available, to Buyer or any of their respective Representatives of future revenuesits Affiliates or its Representatives, future results of operations (or resulting from the omission of, any estimate, projection, prediction, data, budget, forecast, financial information, memorandum, prospect information, presentation or any component thereof)other materials or information, future cash flows including any oral, written, video, electronic or future financial condition (other materials or any component thereof) of Parent information presented to or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether made available to Buyer in connection with presentations by Seller’s management or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates on any “data sites” or any in the course of their respective Representatives due diligence investigation of the Transferred Subsidiaries, the negotiation of this Agreement or any other person, and that any such representations or warranties are expressly disclaimedthe course of the transactions contemplated by this Agreement.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by III, the Parent Disclosure Schedules), each of Parent and Merger Sub Company hereby expressly disclaims and negates, and SPAC, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe SPAC, Parent and Merger Sub agree that they have not relied on, and neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their its respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their its respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and SPAC, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article III.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 5 (as modified by the Parent SPAC Disclosure SchedulesSchedule or the SPAC SEC Reports), each of Parent SPAC, New Holdco and Merger Sub New SPAC hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger SubNew Holdco and New SPAC, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Seller, their Affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC, New Holdco or Merger SubNew SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule or the SPAC SEC Reports) or in any certificate delivered by SPAC, New Holdco or New SPAC pursuant to this Agreement, none of ParentSPAC, Merger Sub New Holdco or New SPAC, nor any other person Person on behalf of Parent SPAC, New Holdco or Merger Sub New SPAC, has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger SubSeller, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC, New Holdco or Merger Sub New SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger SubSeller, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)ARTICLE V, each of Parent Pubco, and Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, and Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Pubco or Merger Sub nor any other person on behalf of Parent Pubco or Merger Sub has made or makes, any representation or warranty, whether express or implied, warranty with respect to any projections, forecasts, estimates or budgets made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Pubco or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, the Company Subsidiaries and their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of SPAC or Newco shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither Company, Merger Sub any Company Subsidiary nor any other person Person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or in any other Ancillary Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Suband the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Holdco, the Company or Merger Sub any of its subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any certificate delivered by the Company pursuant to this Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyAcquiror, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Article IV (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Acquiror, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Acquiror, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)VI, each of Parent NewCo and Merger Sub hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Merger Sub or NewCo, Merger Subas applicable, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, the Company, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or the Merger SubSub and NewCo, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Share Transfer Agreement or in any certificate delivered by the NewCo or Merger Sub pursuant to this Agreement, none of ParentNewCo, Merger Sub nor any other person Person on behalf of Parent NewCo or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto SPAC or the Company, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent NewCo or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Subto SPAC or the Company, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article ARTICLE IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyFRSG, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto FRSG, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto FRSG, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by III and Article V, the Parent Disclosure Schedules), each of Parent and Merger Sub Company hereby expressly disclaims and negates, and SPAC, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe SPAC, Parent and Merger Sub agree that they have not relied on, and neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and SPAC, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article III.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the Bluescape Parties and Merger Sub each Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Bluescape Parties, Merger Sub, their respective affiliatesthe Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Bluescape Parties or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by any Bluescape Party pursuant to this Agreement, none of Parentthe Bluescape Parties and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the Bluescape Parties or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any Bluescape Party or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed. Nothing in this Section 3.24 shall limit any claim or cause of action (or recovery therewith) with respect to fraud.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreements, each of Parent and Merger Sub the Company Signatories hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Group Companies, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyWinVest, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubGroup Companies, and any such representations or warranties are expressly disclaimeddisclaimed and none of WinVest or WinVest BVI shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company Signatories nor any other person on their behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto WinVest, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto WinVest, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article ARTICLE IV (as modified by the Parent Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent Parties, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parent, Merger Sub neither the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto the Parent Parties, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Subto the Parent Parties, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by SPAC, Holdings and Merger Sub pursuant to Section 8.02(d), each of Parent SPAC, Holdings and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Holdings, Merger Sub, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates any of their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or SPAC, Holdings and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the Company pursuant to Section 8.03(c) of this Agreement, none of ParentSPAC, Holdings, Merger Sub nor any other person on behalf of Parent SPAC, Holdings or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, any of their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC, Holdings or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, any of their respective affiliates Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Athena Disclosure SchedulesSchedule), each of Parent Athena and Merger Sub hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, either of Athena or Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent Athena or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, neither Athena or Merger Sub nor any other person on behalf of Parent Athena or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Athena or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent JC and Merger Sub New JC LLC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company and the Company Subsidiaries, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, or on behalf of, Parent JC or Merger SubNew JC LLC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither JC, Merger Sub New JC LLC nor any other person on behalf of Parent JC or Merger Sub New JC LLC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the JC, New JC LLC, any JC Subsidiary or Merger Sub any New JC Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III and Article IV (as modified by the Parent Sellers Disclosure SchedulesSchedule and the Company Disclosure Schedule), each of Parent the Sellers and Merger Sub the Company hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Sellers, Merger Subthe Company, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent the Sellers or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Sellers Disclosure Schedule and the Company Disclosure Schedule) or in any certificate delivered by the Sellers or the Company pursuant to this Agreement, none of Parentneither the Sellers, Merger Sub the Company nor any other person Person on behalf of Parent the Sellers or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed. The representations and warranties by the Sellers and the Company solely serve risk allocation purposes in accordance with the rights and remedies of SPAC, New SPAC and Irish Holdco pursuant to this Agreement. The representations and warranties by the Sellers and the Company, in particular, do not constitute any statement or assurance within the meaning of the decisions of the German Federal Supreme Court on statutory disclosure obligations.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent HUDA Disclosure Schedules)) or as set forth in an Ancillary Document, each of Parent and Merger Sub HUDA hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesHUDA, and any matter relating to any of themit, including their its affairs, the condition, value or quality of the its assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Pubco, the Company, its affiliates the Sellers or any of their respective Representatives by, or on behalf of, Parent or Merger SubHUDA, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementArticle IV (as modified by the HUDA Disclosure Schedules) or as set forth in an Ancillary Document, none of Parent, Merger Sub HUDA nor any other person Person on behalf of Parent or Merger Sub HUDA has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Pubco, Merger Subthe Company, their respective affiliates the Sellers or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub HUDA (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Pubco, Merger Subthe Company, their respective affiliates the Sellers or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by SPAC and Merger Sub pursuant to Section 8.03(c), each of Parent SPAC and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Holdings, any of their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or SPAC and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to Section 8.03(c) of this Agreement, none of ParentSPAC, Merger Sub nor any other person on behalf of Parent SPAC or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger SubHoldings, any of their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger SubHoldings, any of their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, and Company, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their its respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Parent or Merger Sub, their affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe Company, Parent and Merger Sub agree that they have not relied on, and neither SPAC, nor any other person on behalf of Parent or Merger Sub SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and the Company, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article IV.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of SPAC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV VI (as modified by the Parent Company Disclosure Schedules)) or as set forth in an Ancillary Document, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesany Target Company, and any matter relating to any of them, including their affairs, the condition, value or quality of the their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPubco, its affiliates HUDA or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementArticle VI (as modified by the Company Disclosure Schedules) or as set forth in an Ancillary Document, none of Parent, Merger Sub the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Pubco, Merger Sub, their respective affiliates HUDA or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Target Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Pubco, Merger Sub, their respective affiliates HUDA or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules), each a) Each of Parent and Merger Sub hereby Subsidiary, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly disclaims and negatesset forth in ARTICLE 4: (i) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses, operations or otherwise in connection with this Agreement or the Merger; (ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Parent, Merger Subsidiary or any of their respective Affiliates or Representatives as having been authorized by the Company, its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by the Company in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied representation or warranty whatsoever (whether at Law as to merchantability or in equity) with respect fitness for a particular purpose, and the Company disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub, Subsidiary or any of their respective affiliatesAffiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements). (b) Each of Parent and Merger Subsidiary, on behalf of itself and its respective Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE 4, it is not acting (including, as applicable, by entering into this Agreement or consummating the Merger) in reliance on: (i) any matter relating representation or warranty, express or implied; (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to Parent, Merger Subsidiary or any of themtheir respective Affiliates or Representatives, including their affairs, (A) any materials or information made available in the condition, value virtual data room hosted by or quality on behalf of the assets, liabilities, financial condition Company in connection with the Merger; (B) in connection with presentations by or results discussion with the Company’s management (whether prior to or after the date of operations, this Agreement); or with respect to (C) in any other forum or setting; or (iii) the accuracy or completeness of any other information made available to the Companyrepresentation, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or impliedestimate, with respect to any projectionsprojection, forecastsprediction, estimates or budgets made available by Parentdata, Merger Subfinancial information, their respective affiliates or any of their respective Representatives of future revenuesmemorandum, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates materials or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimedinformation.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided Notwithstanding the delivery or disclosure to any Buyer Related Persons of any documentation or other information, the representations and warranties made in this Article IV (as modified by are the Parent Disclosure Schedules)exclusive representations and warranties of any kind or nature, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation implied, of Sellers or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesRepresentatives as to the Interests, and any matter relating businesses or assets (including as to any of them, including their affairs, the condition, value or quality thereof) of the assetsGroup Companies, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of and Sellers hereby specifically disclaim any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimedwarranties. Without limiting the generality of the foregoing, except none of Sellers or any of their respective Representatives has made any representation or warranty with respect to any projections, forecasts, plans, budgets or other estimates of future revenues, expenses, results of operations, cash flows or financial condition, or any component of any of the foregoing, of Sellers or the Group Companies. Each Seller acknowledges, represents, warrants and agrees, on behalf of itself and its Affiliates, that (i) other than as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent no Buyer Related Person makes or Merger Sub has made or makes, any representation or warranty, whether either express or implied, with respect as to the accuracy or completeness of any information provided or made available to any projectionsSeller, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues(the “Seller Related Persons”) in connection with the Transactions, future results of operations and (ii) no Seller Related Person shall have any claim against any Buyer Related Person resulting from any information provided or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or to any of their respective Representatives or any other personSeller Related Person, and that any such representations or warranties are claim is hereby expressly disclaimedwaived.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyBAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of BAC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto BAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto BAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Subthe Company Subsidiaries, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subthe Company Subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither Company, Merger Sub the Company Subsidiaries nor any other person on behalf of Parent the Company or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by (orally or in writing) to Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates (including MergeCo and Merger Sub) or any of their respective Representatives representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither SPAC nor any other person on behalf of Parent or Merger Sub SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, its affiliates (including MergeCo and Merger Sub, their respective affiliates ) or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent SPAC Disclosure SchedulesSchedule), each of Parent SPAC and Merger Sub OpCo hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesSPAC and OpCo, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyBluescape Parties, its their affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC or Merger SubOpCo or any their respective subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by SPAC or OpCo pursuant to this Agreement, none of ParentSPAC and OpCo have not and do not, Merger Sub nor any and no other person on behalf of Parent the SPAC or Merger Sub OpCo has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto the Bluescape Parties, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)OpCo, whether or not included in any management presentation or in any other information made available by Parent, Merger Subto the Bluescape Parties, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed. Nothing in this Section 4.19 shall limit any claim or cause of action (or recovery therewith) with respect to fraud.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 4 (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in Article III and this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Xxxxxx and Merger Sub hereby expressly disclaims and negates, and SPAC agrees that it has not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC agrees that it has not relied on, and none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.disclaimed and the SPAC agrees that it has not relied on any representations or warranties not set forth in this Article V.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV VI (as modified by the Parent SPAC Disclosure SchedulesSchedule), each of Parent and Merger Sub the SPAC Parties hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesthe SPAC Parties, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent the SPAC Parties or Merger Subany their respective subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the SPAC Parties pursuant to this Agreement, none of Parentthe SPAC Parties have not and do not, Merger Sub nor any and no other person on behalf of Parent or Merger Sub the SPAC Parties has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)SPAC Parties, whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.