Common use of Exclusivity of Representations; Non-Reliance Clause in Contracts

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR PARENT, ACQUIROR OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH CONTRIBUTOR PARTY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING WITH RESPECT TO THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY IN ANY MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT IN THE CASE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, EACH CONTRIBUTOR PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES TO ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINIONS, INFORMATION, PROJECTIONS, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO SUCH PERSON OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES).

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY THE COMPANY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED OF PARENT, ACQUIRER AND MERGER SUB EXPRESSLY SET FORTH IN ARTICLE VI 5 OR ANY IN A CERTIFICATE DELIVERED BY AN OFFICER OF PARENT, ACQUIRER OR MERGER SUB PURSUANT TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES (1) NONE OF PARENT, ACQUIRER, MERGER SUB OR ANY OTHER OF THEIR RESPECTIVE AFFILIATES IS MAKING AND NONE OF THEM HAS MADE ANY REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED IMPLIED) RELATING TO ITSELF OR ITS BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS, INCLUDING THE MERGERS, AND NONE OF THE COMPANY OR ITS AFFILIATES IS RELYING ON ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR OF PARENT, ACQUIROR ACQUIRER, MERGER SUB OR THE TRANSACTIONS CONTEMPLATED ANY OF THEIR RESPECTIVE AFFILIATES EXCEPT FOR THOSE EXPRESSLY SET FORTH IN ARTICLE 5 OR IN A CERTIFICATE DELIVERED BY THIS AGREEMENT, AND EACH CONTRIBUTOR PARTY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ACQUIROR AN OFFICER OF PARENT, ACQUIROR ACQUIRER OR MERGER SUB PURSUANT TO THIS AGREEMENT AND (2) NO PERSON HAS BEEN AUTHORIZED BY PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS, INCLUDING WITH RESPECT THE MERGERS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY HAS NOT BEEN AND SHALL NOT BE RELIED UPON BY THE COMPANY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE DISTRIBUTION OF, EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY IN ANY MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT IN THE CASE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES WARRANTY CONTAINED IN ARTICLE VI 3 OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENTTHE COMPANY DISCLOSURE SCHEDULE, EACH CONTRIBUTOR PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR OF PARENT, ACQUIROR ACQUIRER AND MERGER SUB AGREES AND ACKNOWLEDGES THAT, IN CONNECTION WITH THE MERGERS AND THE OTHER TRANSACTIONS, NEITHER THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR OBLIGATION TO PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES RESULTING FROM THE DISTRIBUTION OR REPRESENTATIVES FAILURE TO DISTRIBUTE TO PARENT, ACQUIRER OR MERGER SUB OR PARENT’S, ACQUIRER’S OR MERGER SUB’S USE OF, ANY CONTRIBUTOR PARTY OR SUCH INFORMATION, INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINIONSINFORMATION, INFORMATIONDOCUMENTS, PROJECTIONS, ESTIMATES, FORECASTS OR ADVICE THAT MAY HAVE BEEN OTHER MATERIAL, MADE AVAILABLE TO PARENT, ACQUIRER OR MAY BE PROVIDED TO SUCH PERSON MERGER SUB IN ANY FORMAT, INCLUDING IN THE VDR, OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE MANAGEMENT PRESENTATIONS IN EXPECTATION OF ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES)THE TRANSACTIONS.

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY OF ACQUIROR PARENT AND ACQUIROR ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR THE CONTRIBUTOR PARTIES CONTAINED IN ARTICLE VI IV AND ARTICLE V OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR PARTIES TO ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI IV AND ARTICLE V OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES THE CONTRIBUTOR PARTIES DO NOT MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR PARENTTHE CONTRIBUTOR PARTIES, ACQUIROR THE COMPANY, THE COMPANY ASSETS, THE COMPANY BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH CONTRIBUTOR PARTY OF ACQUIROR PARENT AND ACQUIROR DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ACQUIROR PARENT, ACQUIROR ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING WITH RESPECT TO THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY ACQUIROR PARENT AND ACQUIROR IN ANY DATA ROOM, ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT FOR IN THE CASE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI IV AND ARTICLE V OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, EACH CONTRIBUTOR PARTY OF ACQUIROR PARENT AND ACQUIROR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR PARENT, ACQUIROR ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES TO ANY CONTRIBUTOR PARTY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINIONS, INFORMATION, PROJECTIONS, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO SUCH PERSON OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF ANY CONTRIBUTOR PARTY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES).

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY ACKNOWLEDGES AND AGREES THAT (a) The representations and warranties made by the Company in this ARTICLE III or in the other Transaction Documents are the exclusive representations and warranties made by the Company with respect to the AGF Entities, including the assets of each of them. THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES COMPANY HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATION REPRESENTATIONS OR WARRANTY WARRANTIES WITH RESPECT TO ACQUIROR ITSELF OR ANY OF THE COMPANY SUBSIDIARIES AND ANY AND ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY THE COMPANY OR ANY OF ITS REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF THE DOCUMENTS PROVIDED IN RESPONSE TO PARENT’S DILIGENCE REQUESTS AND ANY MANAGEMENT PRESENTATIONS PROVIDED), ACQUIROR WHETHER ORALLY OR THE TRANSACTIONS CONTEMPLATED IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, IT BEING AGREED THAT NO SUCH PRIOR OR CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND EACH CONTRIBUTOR PARTY DISCLAIMS ANY DELIVERY OF THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER REPRESENTATIONS TRANSACTION DOCUMENTS, THE CONDITION OF THE ASSETS OF THE AGF ENTITIES SHALL BE “AS IS” AND “WHERE IS” AND THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES, WHETHER MADE BY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING QUALITY WITH RESPECT TO THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY IN ANY MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT IN THE CASE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, EACH CONTRIBUTOR PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR PARENT, ACQUIROR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES TO ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINIONS, INFORMATION, PROJECTIONS, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO SUCH PERSON OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE THE ASSETS OF ANY CONTRIBUTOR PARTY AGF ENTITY OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY OF THEIR RESPECTIVE AFFILIATES)DEFECTS THEREIN, WHETHER LATENT OR PATENT. (b) Parent and Merger Sub acknowledge and agree that materials they and their Representatives have received from, or that have been made available by, the Company and its Representatives, include projections, forecasts and predictions relating to the AGF Entities’ and their business; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that Parent, Merger Sub and their Representatives are familiar with such uncertainties and are taking full responsibility for making their own evaluation of the adequacy and accuracy of all projections, forecasts and predictions so furnished.

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY OF PARENT, ACQUIRER AND MERGER SUB ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE VI 3, THE REPRESENTATIONS AND WARRANTIES OF NFP SELLER SET FORTH IN ARTICLE 4 OR ANY IN A CERTIFICATE DELIVERED BY AN OFFICER OF THE COMPANY OR NFP SELLER PURSUANT TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR PARENT(1) NONE OF THE COMPANY, ACQUIROR OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH CONTRIBUTOR PARTY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ACQUIROR PARENT, ACQUIROR NFP SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING AND NONE HAS MADE ANY REPRESENTATIONS OR REPRESENTATIVES WARRANTIES (INCLUDING WITH RESPECT EXPRESS OR IMPLIED) RELATING TO THE DISTRIBUTION OFITSELF OR ITS BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OTHERWISE) OR OTHER DOCUMENT PROSPECTS OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY IN ANY MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR OTHERWISE IN CONNECTION WITHWITH THE TRANSACTIONS, INCLUDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT IN THE CASE MERGERS, AND NONE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT, EACH CONTRIBUTOR PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR PARENT, ACQUIROR ACQUIRER, MERGER SUB OR THEIR RESPECTIVE AFFILIATES IS RELYING ON ANY REPRESENTATION OR WARRANTY OF THE COMPANY, NFP SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES EXCEPT FOR THOSE EXPRESSLY SET FORTH IN ARTICLE 3 AND ARTICLE 4 OR REPRESENTATIVES IN A CERTIFICATE DELIVERED BY AN OFFICER OF THE COMPANY OR NFP SELLER PURSUANT TO ANY CONTRIBUTOR PARTY THIS AGREEMENT AND (2) NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY, NFP SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE ANY REPRESENTATION OR REPRESENTATIVES (WARRANTY RELATING TO THE COMPANY, NFP SELLER OR THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS, INCLUDING OPINIONSTHE MERGERS, INFORMATIONAND IF MADE, PROJECTIONSSUCH REPRESENTATION OR WARRANTY HAS NOT BEEN AND SHALL NOT BE RELIED UPON BY PARENT, ACQUIRER OR ADVICE THAT MAY MERGER SUB. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN ARTICLE 5 OR THE ACQUIRER DISCLOSURE SCHEDULE, THE COMPANY AND NFP SELLER AGREE AND ACKNOWLEDGE THAT, IN CONNECTION WITH THE MERGERS AND THE OTHER TRANSACTIONS, NONE OF PARENT, ACQUIRER, MERGER SUB, NOR ANY OTHER PERSON WILL HAVE BEEN OR MAY BE PROVIDED SUBJECT TO SUCH PERSON ANY LIABILITY OR ANY OFFICEROBLIGATION TO THE COMPANY, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF ANY CONTRIBUTOR PARTY NFP SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)AFFILIATES RESULTING FROM THE DISTRIBUTION OR FAILURE TO DISTRIBUTE TO THE COMPANY OR NFP SELLER, OR THE COMPANY’S OR NFP SELLER’S USE OF, ANY SUCH INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, ESTIMATES, FORECASTS OR OTHER MATERIAL, MADE AVAILABLE TO THE COMPANY OR NFP SELLER IN ANY FORMAT, INCLUDING IN THE VDR, OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS.

Exclusivity of Representations; Non-Reliance. EACH CONTRIBUTOR PARTY NFP SELLER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR CONTAINED IN ARTICLE VI OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED OF PARENT, ACQUIRER AND MERGER SUB EXPRESSLY SET FORTH IN ARTICLE VI 5 OR ANY IN A CERTIFICATE DELIVERED BY AN OFFICER OF PARENT, ACQUIRER OR MERGER SUB PURSUANT TO BE DELIVERED UNDER THIS AGREEMENT, NEITHER ACQUIROR PARENT NOR ACQUIROR MAKES (1) NONE OF PARENT, ACQUIRER, MERGER SUB OR ANY OTHER OF THEIR RESPECTIVE AFFILIATES IS MAKING AND NONE OF THEM HAS MADE ANY REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED IMPLIED) RELATING TO ITSELF OR ITS BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS, INCLUDING THE MERGERS, AND NONE OF NFP SELLER OR ITS AFFILIATES IS RELYING ON ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR OF PARENT, ACQUIROR ACQUIRER, MERGER SUB OR THE TRANSACTIONS CONTEMPLATED ANY OF THEIR RESPECTIVE AFFILIATES EXCEPT FOR THOSE EXPRESSLY SET FORTH IN ARTICLE 5 OR IN A CERTIFICATE DELIVERED BY THIS AGREEMENT, AND EACH CONTRIBUTOR PARTY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ACQUIROR AN OFFICER OF PARENT, ACQUIROR ACQUIRER OR MERGER SUB PURSUANT TO THIS AGREEMENT AND (2) NO PERSON HAS BEEN AUTHORIZED BY PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS, INCLUDING WITH RESPECT THE MERGERS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY HAS NOT BEEN AND SHALL NOT BE RELIED UPON BY NFP SELLER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE DISTRIBUTION OF, EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY CONTRIBUTOR PARTY IN ANY MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT IN THE CASE OF FRAUD AND FOR THE REPRESENTATIONS AND WARRANTIES WARRANTY CONTAINED IN ARTICLE VI 3 OR ANY CERTIFICATE TO BE DELIVERED UNDER THIS AGREEMENTTHE COMPANY DISCLOSURE SCHEDULE, EACH CONTRIBUTOR PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) BY ACQUIROR OF PARENT, ACQUIROR ACQUIRER AND MERGER SUB AGREES AND ACKNOWLEDGES THAT, IN CONNECTION WITH THE MERGERS AND THE OTHER TRANSACTIONS, NEITHER NFP SELLER NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR OBLIGATION TO PARENT, ACQUIRER, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES RESULTING FROM THE DISTRIBUTION OR REPRESENTATIVES FAILURE TO DISTRIBUTE TO PARENT, ACQUIRER OR MERGER SUB OR PARENT’S, ACQUIRER’S OR MERGER SUB’S USE OF, ANY CONTRIBUTOR PARTY OR SUCH INFORMATION, INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OPINIONSINFORMATION, INFORMATIONDOCUMENTS, PROJECTIONS, ESTIMATES, FORECASTS OR ADVICE THAT MAY HAVE BEEN OTHER MATERIAL, MADE AVAILABLE TO PARENT, ACQUIRER OR MAY BE PROVIDED TO SUCH PERSON MERGER SUB IN ANY FORMAT, INCLUDING IN THE VDR, OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE MANAGEMENT PRESENTATIONS IN EXPECTATION OF ANY CONTRIBUTOR PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES)THE TRANSACTIONS.