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

Limitation on Warranties; No Reliance. Except for the representations and warranties expressly set forth in Article III, (a) none of the Target Companies is making or will not be deemed to have made, and none of the Target Companies or any Equityholder (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, Purchaser or Merger Sub, of, any advice, document, or other information regarding the Units, any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or Liabilities of any Target Company, including Forward-Looking Statements (any of the foregoing, an “Extra-Contractual Statement”). Purchaser and Merger Sub hereby acknowledge and agree that, except as expressly provided in Article III, Purchaser is acquiring the Target Companies, their respective assets, and the Units on an “as is, where is” basis. Except as expressly provided in Article III, none of any Target Company, any Equityholder, or the Equityholder Representative have made, and each Target Company, each Equityholder, and the Equityholder Representative hereby expressly disclaim and negate, and each of Purchaser and Merger Sub hereby expressly waives and is not relying on, any Extra-Contractual Statement (including any express or implied warranty relating to the Units, or any asset (tangible, intangible, or mixed) of any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of 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 Extra-Contractual Statement heretofore furnished or made available to Purchaser, Merger, or their respective representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no 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 Article IIISection 2 (each of which, for the avoidance of doubt, is qualified by any related item in the Company Disclosure Schedule), (a) none of the Target Companies Company, any Company Related Party or any other Person is making or will not be deemed to have made, and none of the Target Companies or Company, any Equityholder (Company Related Party 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, Purchaser Parent or Merger Sub, of, any advice, document, or other information regarding the UnitsCompany Capital Stock, any Target the Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or Liabilities liabilities of any Target the Company, including Forward-Looking Statements any estimates, budgets, forecasts, plans, projections and statements (any of the foregoing, an a “Company Extra-Contractual Statement”). Purchaser Parent and Merger Sub (for themselves and their respective Parent Related Parties) hereby acknowledge and agree that, except as expressly provided in Article IIISection 2, Purchaser Parent is acquiring the Target CompaniesCompany, their respective its assets, and the Units shares of Company Capital Stock on an “as is, where is” basis. Except as expressly provided in Article IIISection 2, none of any Target the Company, any Equityholder, Company Related Party or the Equityholder Representative any other Person have made, and each Target of the Company, each Equityholder, such Company Related Party and the Equityholder Representative any such other Person hereby expressly disclaim disclaims and negatenegates, and each of Purchaser 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 UnitsCompany Capital Stock, or any asset (tangible, intangible, real, personal or mixed) of any Target the Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Purchaser 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 PurchaserParent, MergerMerger Sub, or their respective representatives or Affiliates by or on behalf of any Equityholder, or any Target Company Parent Related Parties (it being intended that no such prior Company Extra-Contractual Statement will survive the execution and delivery hereof). (b) Except for the representations and warranties expressly set forth in Section 3 (each of which, for the avoidance of doubt, is qualified by any related item in the Parent Disclosure Schedule or the Relevant SEC Filings), (a) none of Parent, Merger Sub, any Parent Related Party or any other Person is making or will be deemed to have made, and none of Parent, Merger Sub, any Parent 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, the Company, of, any advice, document, or other information regarding the Parent Common Stock, Parent, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or liabilities of Parent or Merger Sub, including any estimates, budgets, forecasts, plans, projections and statements (any of the foregoing, a “Parent Extra-Contractual Statement”). Except as expressly provided in Section 3, none of the Parent, Merger Sub, any Parent Related Party or any other Person has made, and each of Parent, Merger Sub, such Parent Related Party and any such other Person hereby expressly disclaims and negates, and the Company hereby expressly waives and is not relying on, any Parent Extra-Contractual Statement (including any express or implied warranty relating to the Parent Common Stock, or any asset (tangible, intangible, real, personal or mixed) of Parent, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and the Company hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection with, the accuracy, completeness, or materiality of any Parent Extra-Contractual Statement heretofore furnished or made available to the Company or its Company Related Parties (it being intended that no Parent Extra-Contractual Statement will survive the execution and delivery hereof).

Limitation on Warranties; No Reliance. Except for the representations and warranties expressly set forth in Article III, (a) none of the Target Companies is making or will not be deemed to have made, and none of the Target Companies or any Equityholder (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, Purchaser or Merger Sub, of, any advice, document, or other information regarding the Units, any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or Liabilities of any Target Company, including Forward-Looking Statements (any of the foregoing, an “Extra-Contractual Statement”). Purchaser and Merger Sub hereby acknowledge and agree that, except as expressly provided in Article III, Purchaser is acquiring the Target Companies, their respective assets, and the Units on an “as is, where is” basis. Except as expressly provided in Article III, none of any Target Company, any Equityholder, or the Equityholder Representative have made, and each Target Company, each Equityholder, and the Equityholder Representative hereby expressly disclaim and negate, and each of Purchaser and Merger Sub hereby expressly waives and is not relying on, any Extra-Contractual Statement (including any express or implied warranty relating to the Units, or any asset (tangible, intangible, or mixed) of any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of 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 Extra-Contractual Statement heretofore furnished or made available to Purchaser, Merger, or their respective representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no such prior Extra-Contractual Statement will survive the execution and delivery hereof).