Common use of Investigation; No Other Representations and Warranties Clause in Contracts

Investigation; No Other Representations and Warranties. (i) Each of the Buyer Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP and their Subsidiaries and acknowledges that each of the Buyer Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP and their Subsidiaries, and each of the Buyer Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GP, any of their Subsidiaries, or any of their respective Affiliates or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP and their Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parties or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parties or their respective Affiliates or Representatives, except for the representations and warranties of the MLP Parties expressly set forth in Section 5.1 (subject to the qualifications set forth therein). (ii) The Buyer Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 (subject to the qualifications set forth therein) (i) the MLP Parties do not make, and have not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, (ii) no person has been authorized by MLP or MLP GP to make any representation or warranty relating to any MLP Party or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parties or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 of this Agreement.

Investigation; No Other Representations and Warranties. (ia) Each of the Buyer Parent Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their its Subsidiaries and acknowledges that each of the Buyer Parent Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parent Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP the Company and their its Subsidiaries, and each of the Buyer Parent Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPthe Company, any of their its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parent Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP the Company and their its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, except for the representations and warranties of the MLP Parties Company expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein). For the avoidance of doubt, the Parent Parties, the Equity Investors, the MD Investors and the MSDC Investor have made certain representations and warranties to each other in the agreements listed in Section 4.13 of the Parent Disclosure Letter. (iib) The Buyer Parent Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein) (i) the MLP Parties do Company does not make, and have has not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the MergerMerger and the Parent Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person Person has been authorized by MLP or MLP GP the Company to make any representation or warranty relating to any MLP Party the Company or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parent Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parent Parties or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an any express representation or warranty set forth in Section 5.1 Article III of this Agreement.

Investigation; No Other Representations and Warranties. (i) Each of the Buyer MLP Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP PAA and their its Subsidiaries and acknowledges that each of the Buyer MLP Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer MLP Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP PAA and their its Subsidiaries, and each of the Buyer MLP Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPPAA, any of their its Subsidiaries, or any of their respective Affiliates or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer MLP Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP PAA and their its Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the Buyer MLP Parties or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer MLP Parties or their respective its Affiliates or Representatives, except for the representations and warranties of the MLP Buyer Parties expressly set forth in Section 5.1 5.2 (subject to the qualifications set forth therein). (ii) The Buyer MLP Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 5.2 (subject to the qualifications set forth therein) (i) the MLP Buyer Parties do not make, and have not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, (ii) no person has been authorized by MLP or MLP GP any Buyer Party to make any representation or warranty relating to any MLP Buyer Party or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer MLP Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer MLP Parties or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 5.2 of this Agreement.

Investigation; No Other Representations and Warranties. (i) Each of the Buyer Parties Apex, Holdings, Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their Subsidiaries and acknowledges that each of the Buyer Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP and their Company Subsidiaries, and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Buyer Parties Company and the Company Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and the Company Subsidiaries. Each of Apex, Holdings, Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Apex, Holdings, Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any Company Subsidiary or with respect to any other information provided to Apex, Holdings, Parent or Merger Sub in connection with the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties contained in Article 3 (as qualified by the Company Disclosure Schedule). Without limiting the foregoing, each of Apex, Holdings, Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon neither the Company nor any representationsother Person will have or be subject to any liability or other obligation to Apex, warranties Holdings, Parent, Merger Sub or statements, whether express their Representatives or implied, made by MLP, MLP GP, any of their Subsidiaries, affiliates or any other Person resulting from Apex’s, Holdings’, Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Apex, Holdings, Parent, Merger Sub or their respective Affiliates Representatives or Representativesaffiliates, that are not expressly set forth including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the transactions contemplated by this Agreement, whether teasers, marketing materials, consulting reports or not such representationsmaterials, warranties or statements were made in writing or orally. Each confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Parties acknowledges and agrees thatApex, to the fullest extent permitted by applicable LawHoldings, MLPParent, MLP GP and their Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parties Merger Sub or their respective Affiliates Representatives or Representatives on any basis (including in contract affiliates or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parties or their respective Affiliates or Representatives, except for the representations and warranties of the MLP Parties expressly set forth in Section 5.1 (subject to the qualifications set forth therein). (ii) The Buyer Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 (subject to the qualifications set forth therein) (i) the MLP Parties do not make, and have not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise other form in connection with the Mergertransactions contemplated by this Agreement, (ii) no person has been authorized by MLP or MLP GP unless and to make the extent any such information is expressly included in a representation or warranty relating to any MLP Party or its Subsidiaries or their respective businesses or otherwise contained in connection with the Merger, and if made, such representation or warranty must not be relied upon Article 3 hereof (as qualified by the Buyer Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parties or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 of this AgreementCompany Disclosure Schedule).

Investigation; No Other Representations and Warranties. (ia) Each of the Buyer Parent Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their its Subsidiaries and acknowledges that each of the Buyer Parent Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parent Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP the Company and their its Subsidiaries, and each of the Buyer Parent Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPthe Company, any of their its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parent Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP the Company and their its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, except for the representations and warranties of the MLP Parties Company expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein). (iib) The Buyer Parent Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein) (i) the MLP Parties do Company does not make, and have has not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the MergerMerger and the Parent Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person Person has been authorized by MLP or MLP GP the Company to make any representation or warranty relating to any MLP Party the Company or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parent Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parent Parties or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an any express representation or warranty set forth in Section 5.1 Article III of this Agreement.

Investigation; No Other Representations and Warranties. (ia) Each of the Buyer Parties Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their its Subsidiaries and acknowledges that each of the Buyer Parties Parent and Merger Sub has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parties Parent and Merger Sub has relied solely upon its independent investigation and analysis of MLP, MLP GP the Company and their its Subsidiaries, and each of the Buyer Parties Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPthe Company, any of their its Subsidiaries, or any of their respective Affiliates Affiliates, shareholders, controlling persons or Representatives, that are not expressly set forth in this AgreementAgreement or the agreements listed on Section 4.13(a) of the Parent Disclosure Letter, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parties Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP the Company and their its Subsidiaries, and their respective Affiliates Affiliates, shareholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parties Parent, Merger Sub or their respective Affiliates Affiliates, shareholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parties Parent, Merger Sub, or their respective Affiliates Affiliates, shareholders, controlling persons or Representatives, except (i) with respect to the Company, for the representations and warranties of the MLP Parties Company expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein)) and any certificates delivered by or on behalf of the Company at the Closing in connection with the Merger and any disclosures related thereto set forth in the Company Disclosure Letter and the Company SEC Documents and (ii) with respect to the Company’s shareholders, any letter of transmittal delivered in connection with the Merger and any agreements listed on Section 4.13(a) of the Parent Disclosure Letter. For the avoidance of doubt, Parent, Merger Sub, the Equity Investor and the Rollover Investors have made certain representations and warranties to each in the agreements listed on Section 4.13(a) of the Parent Disclosure Letter. (iib) The Buyer Parties Parent and Merger Sub each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 Article III (subject to the qualifications set forth thereintherein and the expiration thereof at the Effective Time) and in any certificates delivered by or on behalf of the Company at the Closing in connection with the Merger, (i) the MLP Parties do Company does not make, and have has not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the MergerMerger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person Person has been authorized by MLP or MLP GP the Company to make any representation or warranty relating to any MLP Party itself or its Subsidiaries or their respective businesses business or otherwise in connection with the Merger, and if made, such representation or warranty must will not be relied upon by the Buyer Parties Parent or Merger Sub as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parties Parent, Merger Sub or any of their Representatives representatives by or on behalf of the Company, oral or written, are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 of this Agreementwarranties.

Investigation; No Other Representations and Warranties. (ia) Each of the Buyer Parties Purchaser and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their its Subsidiaries and acknowledges that each of the Buyer Parties Purchaser and Merger Sub has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parties Purchaser and Merger Sub has relied solely upon its independent investigation and analysis of MLP, MLP GP the Company and their its Subsidiaries, and each of the Buyer Parties Purchaser and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPthe Company, any of their its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representativesrepresentatives, that are not expressly set forth in this AgreementArticle III, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parties Purchaser and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP the Company and their its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representativesrepresentatives, shall have no liability or responsibility whatsoever to the Buyer Parties Purchaser, Merger Sub or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parties Purchaser, Merger Sub, or their respective Affiliates Affiliates, stockholders, controlling persons or Representativesrepresentatives, except for the representations and warranties of the MLP Parties Company expressly set forth in Section 5.1 (subject to the qualifications set forth therein)Article III. (ii) The Buyer Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 (subject to the qualifications set forth therein) (i) the MLP Parties do not make, and have not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, (ii) no person has been authorized by MLP or MLP GP to make any representation or warranty relating to any MLP Party or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parties or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 of this Agreement.

Investigation; No Other Representations and Warranties. (ia) Each of the Buyer Parent Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of MLP, MLP GP the Company and their its Subsidiaries and acknowledges that each of the Buyer Parent Parties has been provided access for such purposes. In entering into this Agreement, each of the Buyer Parent Parties has relied solely upon its independent investigation and analysis of MLP, MLP GP the Company and their its Subsidiaries, and each of the Buyer Parent Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by MLP, MLP GPthe Company, any of their its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the Buyer Parent Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP the Company and their its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, except for the representations and warranties of the MLP Parties Company expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein). For the avoidance of doubt, the Parent Parties and the Xxxxx Group have made certain representations and warranties to each other in the agreements listed in Section 4.8 of the Parent Disclosure Letter. (iib) The Buyer Each of the Parent Parties each acknowledge acknowledges and agree agrees that, except for the representations and warranties expressly set forth in Section 5.1 Article III (subject to the qualifications set forth therein) (i) the MLP Parties do Company does not make, and have has not made, any representations or warranties relating to itself or its Subsidiaries or their respective businesses or otherwise in connection with the MergerMerger and the Parent Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person Person has been authorized by MLP or MLP GP the Company to make any representation or warranty relating to any MLP Party the Company or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parent Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parent Parties or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an any express representation or warranty set forth in Section 5.1 Article III of this Agreement.

Investigation; No Other Representations and Warranties. (a) The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) Each of the Buyer Parties it has conducted its own independent review and analysis of of, and, based thereon, has formed an independent judgment concerning, the business, operations, assets, liabilitiescondition, results of operations, financial condition operations and prospects of MLP, MLP GP SPAC and their Subsidiaries and acknowledges that each of the Buyer Parties (ii) it has been provided furnished with or given access for to such purposes. documents and information about SPAC and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. (b) In entering into this AgreementAgreement and the Ancillary Agreements to which it is or shall be a party, each of the Buyer Parties Company has relied solely upon on its independent own investigation and analysis and the representations and warranties expressly set forth in Article V and in the Ancillary Agreements to which it is or shall be a party and no other representations or warranties of MLPSPAC, MLP GP and their Subsidiariesany SPAC Affiliate, and each of the Buyer Parties acknowledges and agrees that it has any party not been induced by and has not relied upon affiliated with SPAC or any representationsother Person, warranties or statements, whether either express or implied, made by MLPand the Company, MLP GP, any on its own behalf and on behalf of their Subsidiaries, or any of their respective Affiliates or its Representatives, that are not expressly set forth in this Agreementacknowledges, whether or not such representationsrepresents, warranties or statements were made in writing or orally. Each of the Buyer Parties acknowledges warrants and agrees that, to the fullest extent permitted by applicable Law, MLP, MLP GP and their Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the Buyer Parties or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the Buyer Parties or their respective Affiliates or Representatives, except for the representations and warranties of the MLP Parties expressly set forth in Section 5.1 (subject to the qualifications set forth therein). (ii) The Buyer Parties each acknowledge and agree that, except for the representations and warranties expressly set forth in Section 5.1 (subject Article V and in the Ancillary Agreements to the qualifications set forth therein) (i) the MLP Parties do not makewhich it is or shall be a party, and have not madenone of SPAC, any representations SPAC Affiliate, party not affiliated with SPAC or warranties relating to itself any other Person makes or its Subsidiaries has made any representation or their respective businesses warranty, either express or otherwise implied, in connection with the Merger, (ii) no person has been authorized by MLP or MLP GP related to make any representation or warranty relating to any MLP Party or its Subsidiaries or their respective businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Buyer Parties as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Buyer Parties or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of an express representation or warranty set forth in Section 5.1 of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby.