Common use of No Additional Representation or Warranties Clause in Contracts

No Additional Representation or Warranties. (a) Except as provided in this Article VI, neither Acquiror nor Merger Sub nor any Related Person of Acquiror or Merger Sub has made, or is making, any representation or warranty whatsoever to the Company or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Additional Representation or Warranties. (a) Except as expressly provided in this Article VIIV, and as modified by the Company Disclosure Letter, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Acquiror, Merger Sub, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Acquiror nor Merger Sub the Company nor any Related Person of Acquiror its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or Merger Sub representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Acquiror or Merger Sub or their Affiliates, including with respect to any of its Related Persons. (b) projections, forecasts, estimates or budgets made available to Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries Affiliates or any of their respective Related Persons representatives of future revenues, future results of operations (or otherwise. Without limiting any component thereof), future cash flows or future financial condition (or any component thereof) of the generality Company (including the reasonableness of the assumptions underlying any of the foregoing), it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by included in any management presentation or in any other information made available to Acquiror, any Acquiror Insider Merger Sub, their Affiliates or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider representatives or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoeverPerson.

No Additional Representation or Warranties. (a) Except as expressly provided in this Article VIV, neither Acquiror nor and as modified by the SPAC Disclosure Letter and the Ancillary Agreements and any certificates delivered pursuant to this Agreement, SPAC hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Subsidiaries, its Affiliates or any of their respective Representatives by, or on behalf of, SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of SPAC, Merger Sub and their respective Affiliates, nor any Related Person of Acquiror their respective directors, managers, officers, employees, shareholders, partners, members or Merger Sub representatives has made, or is making, any representation or warranty whatsoever to the Company or any of its Related Persons Affiliates and none of Acquiror, Merger Sub or any of their respective Related Persons no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or any of its Related Persons. (b) Acquiror, Merger SubAffiliates. Without limiting the foregoing, the Acquiror Insiders Company acknowledges that the Company and their respective Representatives its advisors have made their own investigation of the Company SPAC, Merger Sub and its their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company SPAC, Merger Sub or any of its their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its SPAC, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries SPAC, Merger Sub or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider Affiliates or any of their respective Representatives) directors, officers, employees, shareholders, partners, members or reviewed by Acquiror, any Acquiror Insider representatives or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoeverotherwise.

No Additional Representation or Warranties. (a) Except as provided expressly set forth in this Article VI, neither Acquiror nor (i) none of Acquiror, Merger Sub nor Sub, any Related Person of Acquiror or Merger Sub or any other Person has made, or is making, or has been authorized to make any representation or warranty whatsoever to the Company or any of its Related Persons and (ii) none of Acquiror, Merger Sub or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided expressly set forth in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor Insider or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Additional Representation or Warranties. (a) Except as provided in this Article VI, neither Acquiror nor Merger Sub nor any Related Person of Acquiror or Merger Sub has made, or is making, any representation or warranty whatsoever to the Company or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor Insider or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” ”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Additional Representation or Warranties. (a) Except as provided in this Article VI‎Article V (as modified by the Acquiror Disclosure Letter), neither Acquiror nor and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of Acquiror, Merger Sub I and Merger Sub II nor any Related Person of Acquiror or Merger Sub their respective Representatives has made, or is making, any representation or warranty whatsoever to the Company or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided kind or nature whatsoever, oral or written, express or implied, relating to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as with respect to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) this Agreement or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by transactions contemplated hereby to the Company or any of its Subsidiaries or any Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ‎Section 5.20 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF ACQUIROR, MERGER SUB I AND MERGER SUB II MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF ACQUIROR, MERGER SUB I AND MERGER SUB II OR ITS RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of their respective Related Persons or otherwise. Without limiting Acquiror, Merger Sub I and Merger Sub II acknowledges and agrees that, except for the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be representations and warranties contained or referred to in ‎Article IV (as modified by the Company Disclosure Letter Letter), neither Company or elsewhere, as well as its Affiliates nor any information, documents other Person has made or other materials (including is making any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding Company and its Subsidiaries or the transactions contemplated hereunder, including in respect of the foregoing except as may be Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in Article V. Except ‎‎Article IV (as otherwise expressly modified by the Company Disclosure Letter). Each of the Acquiror, Merger Sub I and Merger Sub II is not relying on any representations or warranties other than those representations or warranties set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of ‎Article IV (as modified by the Company Disclosure Letter) and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained as may be provided in Article V, other agreements entered into in connection with all faults and without any other representation or warranty of any nature whatsoeverthe transactions contemplated by this Agreement.

No Additional Representation or Warranties. (a) Except as expressly provided in this Article VIIV, and as modified by the Company Disclosure Letter and the Ancillary Agreements and any certificates delivered pursuant to this Agreement, the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, Merger Sub, its Affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither Acquiror nor Merger Sub the Company nor any Related Person of Acquiror its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or Merger Sub Representatives has made, or is making, any representation or warranty whatsoever to SPAC, the Company or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company SPAC, Merger Sub or their Affiliates, including with respect to any of its Related Persons. (b) Acquirorprojections, forecasts, estimates or budgets made available to SPAC, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider Affiliates or any of their respective Representatives pursuant of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to AcquirorSPAC, any Acquiror InsiderMerger Sub, PIPE Investor their Affiliates or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoeverPerson.

No Additional Representation or Warranties. (a) Except as provided in this Article VI‎Article V (as modified by the Acquiror Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into in connection with the transactions contemplated by this Agreement, neither none of Acquiror nor and Merger Sub nor any Related Person of Acquiror or Merger Sub their respective Representatives has made, or is making, any representation or warranty whatsoever of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby to the Company or any of its Related Persons and none of AcquirorSubsidiaries or Affiliates. Except as otherwise specifically provided in this ‎Section 5.20 (including the Acquiror Disclosure Letter), neither Acquiror nor Merger Sub makes any other representations or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided warranties to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial oral or written, express or implied, with respect to each of Acquiror and Merger Sub or its respective businesses, operations, properties, liabilities, or obligations, whether arising by statute or otherwise in law, including any implied warranty of merchantability, fitness for a particular purpose, or otherwise) or . Each of Acquiror and Merger Sub acknowledges and agrees that, except for the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as representations and warranties contained in any materials provided ‎Article IV (as modified by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoingDisclosure Letter), it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties none of the Company, and no its Affiliates or any other Person has made or is making any representation or warranty is made warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding Company and its Subsidiaries or the transactions contemplated hereunder, including in respect of the foregoing except as may be Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in Article V. Except ‎‎Article IV (as otherwise expressly modified by the Company Disclosure Letter). Neither Acquiror nor Merger Sub is relying on any representations or warranties other than those representations or warranties set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of ‎Article IV (as modified by the Company Disclosure Letter) and its Subsidiaries are furnished “as is,” “where is” and subject to and except as otherwise provided in the representations and warranties contained as may be provided in Article V, other agreements entered into in connection with all faults and without any other representation or warranty of any nature whatsoeverthe transactions contemplated by this Agreement.

No Additional Representation or Warranties. (a) Except as provided in this Article VI‎Article VI (as modified by the Acquiror Disclosure Letter), neither and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated by this Agreement, none of the Acquiror nor Merger Sub Entities nor any Related Person of Acquiror or Merger Sub their respective Representatives has made, or is making, any representation or warranty whatsoever to the Company or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons shall be liable in respect of the accuracy or completeness of any information provided kind or nature whatsoever, oral or written, express or implied, relating to the Company or any of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders and their respective Representatives have made their own investigation of the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation or warranty whatsoever as with respect to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) this Agreement or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by transactions contemplated hereby to the Company or any of its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ‎SECTION 6.20 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF THE ACQUIROR ENTITIES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE RUBICON COMPANIES OR BLOCKER COMPANIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that, except for the representations and warranties contained in ‎Article V (as modified by the Company Disclosure Letter) and ‎Article IV (as modified by the Blocker Company Disclosure Letter), neither Company or its Affiliates nor the Blocker Companies nor any of their respective Related Persons Affiliates nor any other Person has made or otherwise. Without limiting the generality of the foregoing, it is understood that making any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Rubicon Companies or Blocker Companies or the transactions contemplated hereunder, including in respect of the foregoing except as may be Company or Blocker Companies and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in Article V. Except ‎‎Article V (as otherwise expressly modified by the Company Disclosure Letter) and ‎Article IV (as modified by the Blocker Company Disclosure Letter). Each of the Acquiror Entities is not relying on any representations or warranties other than those representations or warranties set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business of ‎Article V (as modified by the Company Disclosure Letter) and its Subsidiaries are furnished “‎Article IV (as is,” “where is” modified by the Blocker Company Disclosure Letter) and subject to and except as otherwise provided in the representations and warranties contained as may be provided in Article V, other agreements entered into in connection with all faults and without any other representation or warranty of any nature whatsoeverthe transactions contemplated by this Agreement.

No Additional Representation or Warranties. (a) Except as provided in this Article VIIV, neither Acquiror nor Merger Sub the Company nor any Related Person of Acquiror its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or Merger Sub representatives has made, or is making, any representation or warranty whatsoever to the Company Acquiror or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or Merger Sub or their Affiliates. Without limiting the Company or any foregoing, and notwithstanding anything to the contrary herein, each of its Related Persons. (b) Acquiror, Acquiror and Merger Sub, the Acquiror Insiders on behalf of themselves and each of their respective Representatives have directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made their its own investigation of the Company and that neither the Company nor any of its Subsidiaries andAffiliates, except as provided in Article V, are not relying on agents or representatives is making any representation or warranty whatsoever whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwise. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representativesits representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or may shall hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor or any of their respective Representatives its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that the any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” ”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article VIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Additional Representation or Warranties. (a) Except as provided in this Article VIIII with respect to the Company only, (a) neither Acquiror nor Merger Sub the Company nor any Related Person of Acquiror its Affiliates, nor any of its directors, officers, Affiliates, employees, stockholders, partners, members or Merger Sub representatives has made, or is making, any express or implied representation or warranty whatsoever to the Company Buyer or any of its Related Persons and none of Acquiror, Merger Sub or any of their respective Related Persons shall Affiliates and (b) no such Person will be liable in respect of the accuracy or completeness of any information provided to Buyer or Merger Sub or their Affiliates, including in respect of any forecasts or projections of future business, results of operations or prospects, any data room maintained by the Company or information included in any management presentation or the Confidential Information Memorandum dated April 2014 (the “Confidential Information Memorandum”). The representations and warranties made in this Agreement are in lieu of its Related Persons. (b) Acquiror, Merger Sub, the Acquiror Insiders all other representations and their respective Representatives have made their own investigation of warranties the Company and its Subsidiaries and, except as provided in Article V, are not relying on any representation Affiliates might have given Buyer or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Subsidiaries or any of their respective Related Persons or otherwiseMerger Sub. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in regarding the Company Disclosure Letter or elsewhereCompany, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror, any Acquiror Insider or any of their respective Representatives) or reviewed by Acquiror, any Acquiror Insider or any of their respective Representatives Buyer pursuant to the Confidentiality AgreementAgreement or included in the Confidential Information Memorandum) or management presentations that have been or may that are hereafter be provided to Acquiror, any Acquiror Insider, PIPE Investor Buyer or any of their respective Representatives its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V. Except as otherwise this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will limit Buyer’s right to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, Acquiror understands and agrees that the assets, properties and business Agreement or in any of the Company agreements, instruments and its Subsidiaries are furnished “as is,” “where is” documents contemplated hereby or delivered in connection herewith. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will limit Buyer’s right to rely on the representations, warranties, covenants and subject to agreements expressly set forth in this Agreement or in any of the agreements, instruments and except as otherwise provided documents contemplated hereby or delivered in the representations and warranties contained in Article V, with all faults and without any other representation or warranty of any nature whatsoeverconnection herewith.