Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesTopCo and Merger Sub, on their its own behalf and on behalf of each of its Affiliates and its and their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties of Mountain and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Mountain and their respective its businesses and operations as the Company Parties it and each of its Affiliates and its and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have each of TopCo and Merger Sub has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 V and in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Mountain or any other Person, either express or implied, and the Company Partieseach of TopCo and Merger Sub, on their its own behalf and on behalf of each of its Affiliates and its and their respective Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 V and in the Ancillary Documents to which they are or will be it is a party, none or in the case of the Parent Partiesactual fraud, any Parent Non-Party Affiliate or neither Mountain nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the The Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent Parties Group Companies, and (ii) it has been furnished with or given adequate access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective Representatives its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby and therebyhereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a partyAgreement, the Company Parties have has relied solely on their upon its own investigation and analysis and the representations and warranties of Parent and Amalgamation Sub expressly contained in Article 5 and the Company acknowledges that, other than as set forth in Article 4 this Agreement and in the Ancillary Documents to which they are certificates or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a partyinstruments delivered pursuant hereto, none of the Parent Parties, any Parent Non-Party Affiliate Group Companies or any other Person of their respective directors, officers, employees, Affiliates, shareholders, agents or representatives makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to the Company or any of its agents, representatives, lenders or Affiliates prior to the execution of this Agreement or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Parent Group Company heretofore or hereafter delivered to or made available to the Company or any of its agents, representatives, lenders or Affiliates. Without limiting the generality of the foregoing, none of the Parent Group Companies or any of their respective directors, officers, employees, Affiliates, shareholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in connection with the materials (other than as set forth in this Agreement or related any certificate or instrument delivered pursuant hereto) relating to the business, assets or liabilities of the Parent Group Companies made available to the Company or any of its agents, representatives, lenders or Affiliates, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Company in executing, delivering and performing this Agreement, the Ancillary Documents or Agreement and the transactions contemplated hereby or therebyhereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties SPAC and (ii) it has been furnished with or given access to such documents and information about the Parent Parties SPAC and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSPAC, any Parent SPAC Non-Party Affiliate or nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company Parties, on their own behalf Parent and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that Amalgamation Sub (i) they have has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofof the Group Companies, the Parent Parties and (ii) it has been furnished with or given adequate access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective Representatives its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby and therebyhereby. (b) In entering into this Agreement Agreement, each of Parent and the Ancillary Documents to which they are or will be a party, the Company Parties have Amalgamation Sub has relied solely on their upon its own investigation and analysis and the representations and warranties of the Company expressly set forth contained in Article 4 and in the Ancillary Documents to which they are or will be a party each of Parent and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree Amalgamation Sub acknowledges that, except for the representations and warranties expressly other than as set forth in Article 4 this Agreement and in the Ancillary Documents to which they are certificates or will be a partyother instruments delivered pursuant hereto, none of the Parent Parties, any Parent Non-Party Affiliate Group Companies or any other Person of their respective directors, officers, employees, Affiliates, shareholders, agents or representatives makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to Parent, Amalgamation Sub or any of their respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company heretofore or hereafter delivered to or made available to Parent, Amalgamation Sub or any of their respective agents, representatives, lenders or Affiliates. Without limiting the generality of the foregoing, none of the Group Companies or any of their respective directors, officers, employees, Affiliates, shareholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in connection with the materials (other than as set forth in this Agreement or related any certificate or instrument delivered pursuant hereto) relating to the business, assets or liabilities of the Group Companies made available to Parent, Amalgamation Sub or any of their respective agents, representatives, lenders or Affiliates, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Amalgamation Sub in executing, delivering and performing this Agreement, the Ancillary Documents or Agreement and the transactions contemplated hereby or therebyhereby.

Investigation; No Other Representations. (a) Each of the Company PartiesMountain, on their its own behalf and on behalf of each of its Affiliates and its and their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Business and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Business as it and their respective businesses each of its Affiliates and operations as the Company Parties its and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have Mountain has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and III, Article IV, in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent PartyFCB, any Parent Non-Party Affiliate TopCo, Bridgeburg or any other Person, either express or implied, and the Company PartiesMountain, on their its own behalf and on behalf of each of its Affiliates and its and their respective Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and III, Article IV, in the Ancillary Documents to which they are it is a party or will be a partyin the case of actual fraud, none of the Parent Partiesneither FCB, any Parent Non-Party Affiliate or TopCo, Bridgeburg nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesPurchaser Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Purchaser Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Purchaser Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesBannix, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have Bxxxxx has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company PartiesBannix, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Atlas Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Atlas Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Atlas Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate Atlas Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that Buyer (i) they have has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofof the Group Companies, the Parent Parties and (ii) it has been furnished with or given full access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective Representatives its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby hereby. Buyer has received all materials relating to the business of the Group Companies that it has requested and therebyhas been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Seller herein or to otherwise evaluate the merits of the transactions contemplated hereby. Seller and the Company have answered to Buyer’s satisfaction all inquiries that Buyer and its representatives and advisors have made concerning the business of the Group Companies or otherwise relating to the transactions contemplated hereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a partyAgreement, the Company Parties have Buyer has relied solely on their upon its own investigation and analysis and the representations and warranties of the Company and Seller expressly set forth contained in Article 4 ARTICLE 3 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent PartyARTICLE 4, any Parent Non-Party Affiliate or any other Person, either express or impliedrespectively, and the Company PartiesCertificate and Buyer acknowledges that, on their own behalf other than as set forth in this Agreement (as modified by the Schedules) and on behalf the certificates or other instruments delivered pursuant hereto, none of Seller, the Group Companies or any of their respective Representativesdirectors, acknowledgeofficers, representemployees, warrant and agree thatAffiliates, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are stockholders, agents or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in connection with or related to this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available to Buyer and its representatives and advisors are not and shall not be deemed to be or to include representations or warranties of any Group Company or Seller (other than, for the Ancillary Documents or avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby or therebyhereby.

Investigation; No Other Representations. (a) Each of the Company PartiesAcquisition Entity, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Acquisition Entity has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 V, Article VI and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, SPAC, any Parent of their respective Non-Party Affiliate Affiliates or any other Person, either express or implied, and the Company Partieseach Acquisition Entity, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 V, Article VI and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, SPAC, any Parent of their respective Non-Party Affiliate Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Bannix and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Bannix and their respective businesses its business and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Bannix or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate Bannix or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesMEOA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each MEOA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and 3, in the Ancillary Documents to which they are it is or will be a party party, and in the certificate delivered pursuant to Section 6.2(d)(i) and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach MEOA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and 3, in the Ancillary Documents to which they are it is or will be a party, and in the certificate delivered pursuant to Section 6.2(d)(i), none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Longview Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Longview Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Longview Party, any Parent Longview Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Longview Parties, any Parent Longview Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesPathfinder Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Pathfinder Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 II and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Pathfinder Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 II and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesTortoiseCorp III Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each TortoiseCorp III Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach TortoiseCorp III Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesARYA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each ARYA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are each ARYA Party is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach ARYA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are each ARYA Party is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have SPAC has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 V, Article VII and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent the Acquisition Entities, their respective Non-Party Affiliate Affiliates or any other Person, either express or implied, and the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 V, Article VII and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent the Acquisition Entities, their respective Non-Party Affiliate Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have SPAC has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 ARTICLE III and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Non-Company Non- Party Affiliate or any other Person, either express or implied, and the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE III and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions. (c) SPAC acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any Group Company or Merger Sub are not and shall not be deemed to be or to include representations or warranties of the Company, Merger Sub any Company Non-Party Affiliate or any other person, and are not and shall not be deemed to be relied upon by SPAC or any SPAC Non-Party Affiliate in executing, delivering or performing this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent CBRG Parties and (ii) it has been furnished with or given access to such documents and information about the Parent CBRG Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are the Company is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-CBRG Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are the Company is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate CBRG Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent HighCape Parties and (ii) it has been furnished with or given access to such documents and information about the Parent HighCape Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent HighCape Party, any Parent HighCape Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent HighCape Parties, any Parent HighCape Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent TortoiseCorp III Parties and (ii) it has been furnished with or given access to such documents and information about the Parent TortoiseCorp III Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent TortoiseCorp III Party, any Parent TortoiseCorp III Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent TortoiseCorp III Parties, any Parent TortoiseCorp III Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesDragoneer Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Dragoneer Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Dragoneer Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesPriveterra Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, the Parent Parties Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company, its Subsidiaries and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Priveterra Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach Priveterra Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Dragoneer Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Dragoneer Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Dragoneer Party, any Parent Dragoneer Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Dragoneer Parties, any Parent Dragoneer Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent ARYA Parties and (ii) it has been furnished with or given access to such documents and information about the Parent ARYA Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent ARYA Party, any Parent ARYA Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent ARYA Parties, any Parent ARYA Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesCBRG Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each CBRG Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are each CBRG Party is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach CBRG Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are each CBRG Party is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Purchaser Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Purchaser Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Purchaser Party, any Parent Purchaser Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Purchaser Parties, any Parent Purchaser Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Acquiror Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Acquiror Parties and their respective businesses and operations as the Company Parties it and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Acquiror Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Acquiror Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent ARYA Parties and (ii) it has been furnished with or given access to such documents and information about the Parent ARYA Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are the Company is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-ARYA Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are the Company is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate ARYA Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesLongview Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Longview Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Longview Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the Priveterra Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Priveterra Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Priveterra Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Priveterra Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesGroup Company, on their its own behalf and on behalf of their its respective Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, SPAC and the Parent Parties Acquisition Entities, and (ii) it has been furnished with or given access to such documents and information about SPAC and the Parent Parties Acquisition Entities and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the each Group Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 VI, Article VII and in the Ancillary Documents to which they are it is or will be a party party, and no other representations or warranties of SPAC or any Parent PartyAcquisition Entity, any Parent their respective Non-Party Affiliate Affiliates or any other Person, either express or implied, and the Company Partieseach Group Company, on their its own behalf and on behalf of their its respective Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 VI, Article VII and in the Ancillary Documents to which they are it is or will be a party, none of SPAC, the Parent PartiesAcquisition Entities, any Parent their respective Non-Party Affiliate Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesHighCape Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each HighCape Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach HighCape Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties SPAC and (ii) it has been furnished with or given access to such documents and information about the Parent Parties SPAC and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 ARTICLE IV and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE IV and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSPAC, any Parent SPAC Non-Party Affiliate or nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions (c) The Company acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information, any SPAC SEC reports, or any memoranda or offering materials or presentations, including, but not limited to, any offering memorandum or similar materials made available by or on behalf of SPAC are not and shall not be deemed to be or to include representations or warranties of SPAC, any SPAC Non-Party Affiliate or any other person, and are not and shall not be deemed to be relied upon by the Company or any Company Non-Party Affiliate in executing, delivering or performing this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesARYA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each ARYA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach ARYA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Pathfinder Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Pathfinder Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Pathfinder Party, any Parent Pathfinder Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Pathfinder Parties, any Parent Pathfinder Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSuch Rotor Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent Parties Group Companies (including the Business) and (ii) it has been furnished provided with or given access to such certain documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have such Rotor Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partiessuch Rotor Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be it is a party, none of the Parent Parties, any Parent Non-Party Affiliate Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesAcquirer Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Parties Company Group and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company Group and their respective businesses as it and operations as the Company Parties and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Acquirer Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Company Group Member or any other Person, either express or implied, and the Company Partieseach Acquirer Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Company Group Members nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the SPAC Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent SPAC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 ARTICLE IV and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-SPAC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE IV and in the Ancillary Documents to which they are or will be a partyDocuments, (i) none of the Parent Parties, any Parent Non-Party Affiliate or SPAC Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (ii) the Company hereby disclaims reliance on any other documentation or information.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, the Parent Parties Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company, its Subsidiaries and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each SPAC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach SPAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are or will be a partyDocuments, none of (i) neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (ii) each SPAC Party hereby disclaims reliance on any other documentation or information.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, and based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent Pioneer Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Pioneer Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Pioneer Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate Pioneer Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesBHAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each BHAC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach BHAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent CHP Parties and (ii) it has been furnished with or given access to such documents and information about the Parent CHP Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent CHP Party, any Parent CHP Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent CHP Parties, any Parent CHP Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesENVI Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each ENVI Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach ENVI Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSuch Person, on their own its owns behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that (iA) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of HYAC and the Parent Parties Group Companies (including the Business) and (iiB) it has been furnished with or given access to such documents and information about HYAC and the Parent Parties Group Companies and their respective businesses (including the Business) and operations as the Company Parties it, its Affiliates and its and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into executing this Agreement and the Ancillary Documents to which they are or will be a partyDocuments, the Company Parties have such Person has relied solely on their its own investigation and analysis analysis, the HYAC SEC Reports and the representations and warranties expressly set forth contained in Article 4 5 and in the any Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a partyDocuments, none of the Parent Parties, HYAC or any Parent Non-Party Affiliate of its Representatives or any other Person makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to such Person or any of its Affiliates or its or its Affiliates’ respective Representatives or financing sources (including lenders), as applicable, prior to the execution of this Agreement (and has relied solely on such express representations and warranties in connection Article 5 and any express representations and warranties in the Ancillary Documents), or (ii) with respect to any projections, forecasts, estimates, plans or related budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of HYAC, any Group Company or the Business heretofore or hereafter delivered to this Agreementor made available to such Person, or any of its Affiliates or their or its Affiliates’ respective Representatives or financing sources (including lenders), as applicable, (and has relied solely on such express representations and warranties in Article 5 and any express representations and warranties in the Ancillary Documents and on the HYAC SEC Reports). Without limiting the generality of the foregoing, each such Person, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that none of HYAC or the transactions contemplated hereby or thereby.any of its

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent RACA Parties and (ii) it has been furnished with or given access to such documents and information about the Parent RACA Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent RACA Party, any Parent RACA Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent RACA Parties, any Parent RACA Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesRedwoods Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, the Parent Parties Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company, its Subsidiaries and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Redwoods Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach Redwoods Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the DYNS Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent DYNS Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-DYNS Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or DYNS Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesFEAC and Can Merger Sub, on their own behalf and on behalf of their respective its Representatives, acknowledgesacknowledge, representsrepresent, warrants warrant and agrees agree that (i) they have conducted their own independent review and analysis of, and, based thereon, has have formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has they have been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties they and their respective Representatives have deemed necessary to enable it them to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties FEAC and Can Merger Sub have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesFEAC and Can Merger Sub, on their own behalf and on behalf of their respective Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent PTAC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent PTAC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-PTAC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be it is a party, none of the Parent Parties, any Parent Non-no PTAC Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesTailwind Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Tailwind Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3, Section 8.19(e) and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach Tailwind Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3, Section 8.19(e) and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent ACAH Parties and (ii) it has been furnished with or given access to such documents and information about the Parent ACAH Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-ACAH Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate ACAH Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the The Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective Representativesits Representatives and Merger Sub, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties BOA and (ii) it has been furnished with or given access to such documents and information about the Parent Parties BOA and their respective businesses its business and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate BOA or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate BOA or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties SPAC and (ii) it has been furnished with or given access to such documents and information about the Parent Parties SPAC and their respective its businesses and operations as the Company Parties it and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and IV, in the Ancillary Documents to which they are it is or will be a party party, and any certificates delivered by SPAC or an officer thereof, and no other representations or warranties of any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSPAC, any Parent SPAC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesCapstar Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Capstar Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and 3, in the Ancillary Documents to which they are it is or will be a party party, and in the certificate delivered pursuant to Section 6.2(d)(i) and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Capstar Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and 3, in the Ancillary Documents to which they are it is or will be a party, and in the certificate delivered pursuant to Section 6.2(d)(i), none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company Partiesand Pubco, on their its own behalf and on behalf of their respective its Affiliates and Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the CPUH Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent CPUH Parties and their respective businesses and operations as the Company Parties it and their respective its Affiliates and 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, each of the Company Parties have and Pubco has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-CPUH Party Affiliate or any other Person, either express or implied, and each of the Company Partiesand Pubco, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or CPUH Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties SPAC and (ii) it has been furnished with or given access to such documents and information about the Parent Parties SPAC and their respective its businesses and operations as the Company Parties it and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and ARTICLE IV, in the Ancillary Documents to which they are it is or will be a party party, and any certificates delivered by SPAC or an officer thereof, and no other representations or warranties of any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE IV and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSPAC, any Parent SPAC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesAcquiror Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Parties Company Group and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company Group and their respective businesses the Business as it and operations as the Company Parties and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Acquiror Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Company Group Member or any other Person, either express or implied, and the Company Partieseach Acquiror Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Company Group Members nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesAMHC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each AMHC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach AMHC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Subsidiaries and Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Buyer and its Subsidiaries and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Buyer and its Subsidiaries and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartyBuyer, any Parent Buyer Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesBuyer, any Parent the Buyer Non-Party Affiliate Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesARYA, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have ARYA has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and 3, Article 4, in the Ancillary Documents to which they are or will be it is a party and the Shareholder Undertaking and no other representations or warranties of any Parent Partythe Company, any Parent Non-Party Affiliate TopCo or any other Person, either express or implied, and the Company PartiesARYA, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and 3, Article 4, in the Ancillary Documents to which they are or will be it is a partyparty and the Shareholder Undertaking, none of neither the Parent PartiesCompany, any Parent Non-Party Affiliate or TopCo nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesIthax, Merger Sub I and Merger Sub II, each on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Company and the Company Subsidiaries and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company and the Company Subsidiaries and their respective businesses and operations as the Company Parties it and their respective 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 Documents Agreements and the transactions contemplated hereby and thereby. (b) . In entering into this Agreement and the Ancillary Documents Agreements to which they are or will be it is a party, the Company Parties Ithax, Merger Sub I and Merger Sub II have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and III or in the Ancillary Documents to which they are or will be a party Agreements and no other representations or warranties of any Parent Partythe Company, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesIthax, Merger Sub I and Merger Sub II, each on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and III or in the Ancillary Documents to which they are or will be a partyAgreements, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents Agreements or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesALPA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Parties Company and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each ALPA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach ALPA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby. (c) The representations and warranties set forth in Section 3.13 are the sole and exclusive representations and warranties of the Company with respect to Intellectual Property Rights and the representations and warranties set forth in Section 3.13(g), Section 3.13(h) and Section 3.13(i) are the sole and exclusive representations and warranties of the Company with respect to any actual or alleged infringement by the Company or the conduct of the Business of the Intellectual Property Rights of any Person.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent STPK Parties and (ii) it has been furnished with or given access to such documents and information about the Parent STPK Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents certificate to which they are or will be a party delivered pursuant to Section 6.3(e)(i) and no other representations or warranties of any Parent Party, any Parent Non-STPK Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents certificate to which they are or will be a partydelivered pursuant to Section 6.3(e)(i), none of the Parent Parties, any Parent Non-no STPK Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company Partiesand Blocker Corp, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent SilverBox Parties and (ii) it has been furnished with or given access to such documents and information about the Parent SilverBox Parties and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, each of the Company Parties have and Blocker Corp has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartySilverBox, any Parent SilverBox Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSilverBox, any Parent SilverBox Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesGroup Company, on their its own behalf and on behalf of their its respective Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent SPAC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent SPAC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the each Group Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 ARTICLE VI and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent SPAC Party, any Parent SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Group Company, on their its own behalf and on behalf of their its respective Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE VI and in the Ancillary Documents to which they are it is or will be a party, none of the Parent SPAC Parties, any Parent SPAC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent ALPA Parties and (ii) it has been furnished with or given access to such documents and information about the Parent ALPA Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-ALPA Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or ALPA Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the Redwoods Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Redwoods Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Redwoods Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Redwoods Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSilverBox Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each SilverBox Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, Blocker Corp, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach SilverBox Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, Blocker Corp, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesParty, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties SLAM and (ii) it has been furnished with or given access to such documents and information about the Parent Parties SLAM and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the each Company Parties have Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartySLAM, any Parent SLAM Non-Party Affiliate or any other Person, either express or implied, and the such Company PartiesParty, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesSLAM, any Parent SLAM Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC and Merger Sub, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it is a sophisticated purchaser and has conducted their its own independent review and analysis ofof the Group Companies and the Transactions, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each of SPAC and Merger Sub has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Capstar Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Capstar Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and 4, in the Ancillary Documents to which they are it is or will be a party party, and in the certificate delivered pursuant to Section 6.3(c)(i) and no other representations or warranties of any Parent Capstar Party, any Parent Capstar Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and 4, in the Ancillary Documents to which they are it is or will be a partyparty and in the certificate delivered pursuant to Section 6.3(c)(i), none of the Parent Capstar Parties, any Parent Capstar Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the SPAC Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent SPAC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-SPAC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a partyDocuments, (i) none of the Parent Parties, any Parent Non-Party Affiliate or SPAC Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (ii) the Company hereby disclaims reliance on any other documentation or information.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Pathfinder Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Pathfinder Parties and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Pathfinder Party, any Parent Pathfinder Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Pathfinder Parties, any Parent Pathfinder Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, the Parent Parties Company and its Subsidiaries, and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company, its Subsidiaries and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each SPAC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach SPAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are or will be a partyDocuments, none of (i) neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (ii) each SPAC Party hereby disclaims reliance on any other documentation or information.

Investigation; No Other Representations. (a) Each of the Company PartiesParent, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have Parent has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 3, Article 4 and or in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Non-Party Affiliate TopCo or any other Person, either express or implied, and the Company PartiesParent, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 3, Article 4 and or in the Ancillary Documents to which they are or will be a partyDocuments, none of neither the Parent PartiesCompany, any Parent Non-Party Affiliate or TopCo nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesMerger Sub, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties of IIAC and (ii) it has been furnished with or given access to such documents and information about the Parent Parties IIAC and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have Merger Sub has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate IIAC or any other Person, either express or implied, and the Company PartiesMerger Sub, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 5 and in the Ancillary Documents to which they are or will be it is a party, none of the Parent Parties, any Parent Non-Party Affiliate or neither IIAC nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesRACA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each RACA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach RACA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and therebyTransactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have SPAC has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 III and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions. (c) SPAC acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any Group Company or Merger Sub are not and shall not be deemed to be or to include representations or warranties of the Company, Merger Sub any Company Non-Party Affiliate or any other person, and are not and shall not be deemed to be relied upon by SPAC or any SPAC Non-Party Affiliate in executing, delivering or performing this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Listed Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Listed Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Listed Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate Listed Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have SPAC has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesSPAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesCarmell Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Parties Company and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company and their respective businesses the Business as it and operations as the Company Parties and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Carmell Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partieseach Carmell Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent Parties, any Parent Non-Party Affiliate or Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby. (c) The representations and warranties set forth in Section 3.13 are the sole and exclusive representations and warranties of the Company with respect to Intellectual Property Rights and the representations and warranties set forth in Section 3.13(g), Section 3.13(h) and Section 3.13(i) are the sole and exclusive representations and warranties of the Company with respect to any actual or alleged infringement by the Company or the conduct of the Business of the Intellectual Property Rights of any Person.

Investigation; No Other Representations. (a) Each of the Company PartiesAcquiror Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects of, of the Parent Parties Company Group and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company Group and their respective businesses as it and operations as the Company Parties and their respective its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyconsummation of the Transactions. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Acquiror Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Company Group Member or any other Person, either express or implied, and the Company Partieseach Acquiror Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or Company Group Members nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebyTransactions.

Investigation; No Other Representations. (a) Each of the Company PartiesParent Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Company and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company and their respective businesses and operations as the Company Parties it and their respective 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Transaction Documents to which they are it is or will be a party, the Company Parties have each Parent Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 ARTICLE 3 and in the Ancillary Transaction Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Parent Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 ARTICLE 3 and in the Ancillary Transaction Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSeller and the Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent JAWS Parties and (ii) it has been furnished with or given access to such documents and information about the Parent JAWS Parties and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, each of the Seller and the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartyJAWS, any Parent JAWS Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesJAWS, any Parent JAWS Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesYucaipa, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Company and its Subsidiaries and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Company and its Subsidiaries and their respective businesses and operations as the Company Parties it and their respective 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 Transaction Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary other Transaction Documents to which they are or will be it is a party, the Company Parties have Yucaipa has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and IV, Article V, in the Ancillary Transaction Documents to which they are or will be it is a party and the Shareholder Undertaking and no other representations or warranties of any Parent Partythe Company, any Parent Non-Party Affiliate TopCo or any other Person, either express or implied, and the Company PartiesYucaipa, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and IV, Article V, in the Ancillary Transaction Documents to which they are or will be it is a partyparty and the Shareholder Undertaking, none of neither the Parent PartiesCompany, any Parent Non-Party Affiliate or TopCo nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Transaction Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesFRLA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each FRLA Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and III, in the Ancillary Documents to which they are it is or will be a party party, and in the certificate delivered pursuant to Section 6.2(d)(i) and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach FRLA Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and III, in the Ancillary Documents to which they are it is or will be a party, and in the certificate delivered pursuant to Section 6.2(d)(i), none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSOAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each SOAC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach SOAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSandbridge Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, liabilities, condition, operations and prospects ofprospects, of the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have each Sandbridge Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Company Non-Party Affiliate or any other Person, either express or implied, and the Company Partieseach Sandbridge Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesCompany, any Parent Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesIIAC, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties Group Companies and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have IIAC has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 3, Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent Partythe Company, any Parent Non-Party Affiliate Merger Sub or any other Person, either express or implied, and the Company PartiesIIAC, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 3, Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of neither the Parent PartiesCompany, any Parent Non-Party Affiliate or Merger Sub nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent STPC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent STPC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents certificate to which they are or will be a party delivered pursuant to Section 6.3(d)(i) and no other representations or warranties of any Parent Party, any Parent Non-STPC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents certificate to which they are or will be a partydelivered pursuant to Section 6.3(d)(i), none of the Parent Parties, any Parent Non-no STPC Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent 7GC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent 7GC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article ‎Article 4 and in the Ancillary Documents to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-7GC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article ‎Article 4 and in the Ancillary Documents to which they are or will be it is a party, none of the Parent Parties, any Parent Non-no 7GC Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent BHAC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent BHAC Parties and their respective its businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent PartyBHAC, any Parent BHAC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent PartiesBHAC, any Parent BHAC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent AMHC Parties and (ii) it has been furnished with or given access to such documents and information about the Parent AMHC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party and no other representations or warranties of any Parent AMHC Party, any Parent AMHC Non-Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are it is or will be a party, none of the Parent AMHC Parties, any Parent AMHC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSwiss NewCo, US HoldCo and DE Merger Sub, on their its own behalf and on behalf of their respective Representativesits representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties of Acquiror and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Acquiror and their respective its businesses and operations as the Company Parties it and their respective Representatives 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 Documents Agreements and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the other Ancillary Documents Agreements to which they are or will be it is a party, the Company Parties have each of Swiss NewCo, US HoldCo and DE Merger Sub has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 VI and in the Ancillary Documents Agreements to which they are or will be it is a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate Acquiror or any other Person, either express or implied, and the Company Partieseach of Swiss NewCo, US HoldCo and DE Merger Sub, on their its own behalf and on behalf of their respective Representativesits representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 VI and in the Ancillary Documents Agreements to which they are or will be it is a party, none of the Parent Parties, any Parent Non-Party Affiliate or neither Acquiror nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents Agreements or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesSuch PTAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, of the Parent Parties Group Companies (including the Business) and (ii) it has been furnished provided with or given access to such certain documents and certain information about the Parent Parties Group Companies and their respective businesses and operations as the Company Parties and their respective 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 Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be it is a party, the Company Parties have such PTAC Party has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 3, Section 8.18 and in the Ancillary Documents to which they are or will be it is a party or a beneficiary of any representations and warranties (including each Support Agreement, each Letter of Transmittal and each Warrant Cancelation Agreement) and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate the Company or any other Person, either express or implied, and the Company Partiessuch PTAC Party, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 3, Section 8.18 and in the Ancillary Documents to which they are it is a party or will be a partybeneficiary of any representations and warranties (including each Support Agreement, each Letter of Transmittal and each Warrant Cancelation Agreement), none of the Parent Parties, any Parent Non-Party Affiliate Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects ofof Ithax, the Parent Parties Merger Sub I and Merger Sub II and (ii) it has been furnished with or given access to such documents and information about the Parent Parties Ithax, Merger Sub I and Merger Sub II and their respective businesses business and operations as the Company Parties it and their respective 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 Documents Agreements and the transactions contemplated hereby and thereby. (b) . In entering into this Agreement and the Ancillary Documents Agreements to which they are or will be it is a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents Agreements to which they are or will be it is a party and no other representations or warranties of any Parent PartyIthax, any Parent Non-Party Affiliate Merger Sub I, Merger Sub III or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents Agreements to which they are or will be it is a party, none of the Parent Partiesneither Ithax, any Parent Non-Party Affiliate or Merger Sub I, Merger Sub II nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents Agreements or the transactions contemplated hereby or thereby.

Investigation; No Other Representations. (a) Each of the Company PartiesThe Company, on their its own behalf and on behalf of their respective its Representatives, acknowledges, represents, warrants and agrees that (i) they have it has conducted their its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, concerning the business, assets, condition, operations and prospects ofof the SPAC Parties, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent SPAC Parties and their respective businesses and operations as the Company Parties it and their respective 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 Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are it is or will be a party, the Company Parties have has relied solely on their its own investigation and analysis and the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-SPAC Party Affiliate or any other Person, either express or implied, and the Company PartiesCompany, on their its own behalf and on behalf of their respective its Representatives, acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees that, except for the representations and warranties expressly set forth in Article 4 IV and in the Ancillary Documents to which they are or will be a partyDocuments, (i) none of the Parent Parties, any Parent Non-Party Affiliate or SPAC Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (ii) the Company hereby disclaims reliance on any other documentation or information.