Common use of Limitation on Warranties; No Reliance Clause in Contracts

Limitation on Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth in Section 2 (each of which, for the avoidance of doubt, is qualified by any related item in the Company Disclosure Schedule), (a) none of the Company, any Company Related Party or any other Person is making or will be deemed to have made, and none of the Company, any Company Related Party or any other Person will have or be subject to any losses, claims, Liabilities or other damages arising out of, relating to, or resulting from, any other representation or warranty, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability for fitness for any particular purpose), as to the accuracy or completeness of, or the distribution to, or use by, Parent or Merger Sub, of, any advice, document, or other information regarding the Company Capital Stock, the Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or liabilities of the Company, including any estimates, budgets, forecasts, plans, projections and statements (any of the foregoing, a “Company Extra-Contractual Statement”). Parent and Merger Sub (for themselves and their respective Parent Related Parties) hereby acknowledge and agree that, except as expressly provided in Section 2, Parent is acquiring the Company, its assets, and the shares of Company Capital Stock on an “as is, where is” basis. Except as expressly provided in Section 2, none of the Company, any Company Related Party or any other Person have made, and each of the Company, such Company Related Party and any such other Person hereby expressly disclaims and negates, and each of Parent and Merger Sub hereby expressly waives and is not relying on, any Company Extra-Contractual Statement (including any express or implied warranty relating to the Company Capital Stock, or any asset (tangible, intangible, real, personal or mixed) of the Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Parent and Merger Sub hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection with, the accuracy, completeness, or materiality of any Company Extra-Contractual Statement heretofore furnished or made available to Parent, Merger Sub, or their respective Parent Related Parties (it being intended that no Company Extra-Contractual Statement will survive the execution and delivery hereof).

Limitation on Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth in Section 2 (each of which, for the avoidance of doubt, is qualified by any related item in the Company Disclosure Schedule)Article III, (a) none of the Company, any Company Related Party or any other Person Target Companies is making or will not be deemed to have made, and none of the Company, Target Companies or any Company Related Party Equityholder (or any other Person Person) will have or be subject to any losses, claims, Liabilities liabilities or other damages arising out of, relating to, or resulting from, any other representation or warranty, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability for fitness for any particular purpose), as to the accuracy or completeness of, or the distribution to, or use by, Parent Purchaser or Merger Sub, of, any advice, document, or other information regarding the Company Capital StockUnits, the any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or liabilities Liabilities of the any Target Company, including any estimates, budgets, forecasts, plans, projections and statements Forward-Looking Statements (any of the foregoing, a an “Company Extra-Contractual Statement”). Parent Purchaser and Merger Sub (for themselves and their respective Parent Related Parties) hereby acknowledge and agree that, except as expressly provided in Section 2Article III, Parent Purchaser is acquiring the CompanyTarget Companies, its their respective assets, and the shares of Company Capital Stock Units on an “as is, where is” basis. Except as expressly provided in Section 2Article III, none of the any Target Company, any Company Related Party Equityholder, or any other Person the Equityholder Representative have made, and each of the Target Company, such Company Related Party each Equityholder, and any such other Person the Equityholder Representative hereby expressly disclaims disclaim and negatesnegate, and each of Parent Purchaser and Merger Sub hereby expressly waives and is not relying on, any Company Extra-Contractual Statement (including any express or implied warranty relating to the Company Capital StockUnits, or any asset (tangible, intangible, real, personal or mixed) of the any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Parent Purchaser and Merger Sub hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection with, the accuracy, completeness, or materiality of any Company Extra-Contractual Statement heretofore furnished or made available to ParentPurchaser, Merger SubMerger, or their respective Parent Related Parties representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no Company such prior Extra-Contractual Statement will survive the execution and delivery hereof).

Limitation on Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth in Section 2 (each of which, for the avoidance of doubt, is qualified by any related item in the Company Disclosure Schedule)Article III, (a) none of the Company, any Company Related Party or any other Person Target Companies is making or will not be deemed to have made, and none of the Company, Target Companies or any Company Related Party Equityholder (or any other Person Person) will have or be subject to any losses, claims, Liabilities liabilities or other damages arising out of, relating to, or resulting from, any other representation or warranty, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability for fitness for any particular purpose), as to the accuracy or completeness of, or the distribution to, or use by, Parent Purchaser or Merger Sub, of, any advice, document, or other information regarding the Company Capital StockUnits, the any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or liabilities Liabilities Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 of the any Target Company, including any estimates, budgets, forecasts, plans, projections and statements Forward-Looking Statements (any of the foregoing, a an “Company Extra-Contractual Statement”). Parent Purchaser and Merger Sub (for themselves and their respective Parent Related Parties) hereby acknowledge and agree that, except as expressly provided in Section 2Article III, Parent Purchaser is acquiring the CompanyTarget Companies, its their respective assets, and the shares of Company Capital Stock Units on an “as is, where is” basis. Except as expressly provided in Section 2Article III, none of the any Target Company, any Company Related Party Equityholder, or any other Person the Equityholder Representative have made, and each of the Target Company, such Company Related Party each Equityholder, and any such other Person the Equityholder Representative hereby expressly disclaims disclaim and negatesnegate, and each of Parent Purchaser and Merger Sub hereby expressly waives and is not relying on, any Company Extra-Contractual Statement (including any express or implied warranty relating to the Company Capital StockUnits, or any asset (tangible, intangible, real, personal or mixed) of the any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Parent Purchaser and Merger Sub hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection with, the accuracy, completeness, or materiality of any Company Extra-Contractual Statement heretofore furnished or made available to ParentPurchaser, Merger SubMerger, or their respective Parent Related Parties representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no Company such prior Extra-Contractual Statement will survive the execution and delivery hereof).

Limitation on Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth in Section 2 (each of which, for the avoidance of doubt, is qualified by any related item in the Company Disclosure Schedule)Article III, (a) none of the Company, any Company Related Party or any other Person Target Companies is making or will not be deemed to have made, and none of the Company, Target Companies or any Company Related Party Equityholder (or any other Person Person) will have or be subject to any losses, claims, Liabilities liabilities or other damages arising out of, relating to, or resulting from, any other representation or warranty, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability for fitness for any particular purpose), as to the accuracy or completeness of, or the distribution to, or use by, Parent Purchaser or Merger Sub, of, any advice, document, or other information regarding the Company Capital StockUnits, the any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or liabilities Liabilities of the any Target Company, including any estimates, budgets, forecasts, plans, projections and statements Forward-Looking Statements (any of the foregoing, a an “Company Extra-Contractual Statement”). Parent Purchaser and Merger Sub (for themselves and their respective Parent Related Parties) hereby acknowledge and agree that, except as expressly provided in Section 2Article III, Parent Purchaser is acquiring the CompanyTarget Companies, its their respective assets, and the shares of Company Capital Stock Units on an “as is, where is” basis. Except as expressly provided in Section 2Article III, none of the any Target Company, any Company Related Party Equityholder, or any other Person the Equityholder Representative have made, and each of the Target Company, such Company Related Party each Equityholder, and any such other Person the Equityholder Representative hereby expressly disclaims disclaim and negatesnegate, and each of Parent Purchaser and Merger Sub hereby expressly waives and is not relying on, any Company Extra-Contractual Statement (including any express or implied warranty relating to the Company Capital StockUnits, or any asset (tangible, intangible, real, personal or mixed) of the any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Parent Purchaser and Merger Sub hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection 157437977.10 with, the accuracy, completeness, or materiality of any Company Extra-Contractual Statement heretofore furnished or made available to ParentPurchaser, Merger SubMerger, or their respective Parent Related Parties representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no Company such prior Extra-Contractual Statement will survive the execution and delivery hereof).