Common use of No Additional Representations and Warranties; No Outside Reliance Clause in Contracts

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 56, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company Tuatara Parties nor any of its Subsidiaries or Affiliates, nor any of other Person acting on their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives behalf has made, or is making, any representation or warranty 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 or thereby thereby. None of the Tuatara Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Tuatara PartyParties or otherwise, other than those representations and warranties expressly made in this Article 6 or as may be provided in the Ancillary Agreements. Neither Notwithstanding anything contained in this Agreement to the contrary, each of the Tuatara Parties acknowledges and agrees that neither the Company nor any of its Subsidiaries other Person is making any representations or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature warranties whatsoever, oral or written, express or implied, relating at law or with respect to any financial informationin equity, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made than those expressly given by the Company to the Tuatara Parties in this Article 5 and the representations and warranties or as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries Tuatara Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and or as may be provided in the Ancillary Agreements. The Company Each of the Tuatara Parties acknowledges and agrees that, except for the representations and warranties contained in Article 6 5 or as may be provided in the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunderhereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 5 or as may be provided in the Ancillary Agreements. The Company is Tuatara Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 6.23 shall limit the remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties of the Blocker Parties expressly provided in this Article 5, 5 and the representations and warranties as may be provided in the Ancillary AgreementsAgreements (the “Blocker Representations”), neither none of the Company nor any of its Subsidiaries or Affiliates, the Blocker Parties nor their Affiliates, or any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions, the Company, the Blocker Parties or any of their respective Subsidiaries or Affiliates, to any HTP Party or the transactions contemplated hereby or thereby to any Tuatara PartyCompany. Neither None of the Company nor any of its Subsidiaries or Affiliates, nor the Blocker Parties or its Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara HTP Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made Blocker Representations by the Company to the Tuatara Blocker Parties in this Article 5 and the representations and warranties as may be provided expressly by the Company in Article 6 or in the Ancillary AgreementsAgreements(the “Company Representations”). Each of the Company and its Subsidiaries Blocker Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary AgreementsBlocker Representations. The Company Each Blocker Party acknowledges and agrees that, except for the Company Representations and the representations and warranties contained of the HTP Parties expressly provided in Article 6 7 or the Ancillary AgreementsAgreements (the “HTP Representations”), none of the Tuatara Company, the HTP Parties or any of their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company, any of the Tuatara HTP Parties or any of their respective Subsidiaries or Affiliates or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the HTP Parties or any of their respective Subsidiaries or Affiliates, 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 6 the Company Representations or the Ancillary AgreementsHTP Representations, as applicable. The Company No Blocker Party is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary AgreementsCompany Representations and the HTP Representations. Notwithstanding the foregoing, nothing in this Section 5.26 Article 5 shall limit the remedies of the Company or the HTP Parties in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5HTP Representations, and none of the representations and warranties as may be provided in the Ancillary Agreements, neither the Company HTP Parties nor any of its Subsidiaries or Affiliates, nor any of other Person acting on their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions or the transactions contemplated hereby HTP Parties or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents Subsidiaries or representatives Affiliates. None of the HTP Parties has made, or is making, made any representation or warranty warranty, expressed or implied, as to the accuracy or completeness of any kind information regarding the HTP Parties or nature otherwise, other than the HTP Representations. Notwithstanding anything contained in this Agreement to the contrary, each of the HTP Parties acknowledges and agrees that none of the Blocker Parties, the Company or any of their respective Subsidiaries or Affiliates nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, relating at law or with respect to any financial informationin equity, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in than the “data site” maintained by or on behalf of Blocker Representations and the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary AgreementsRepresentations. Each of the Company and its Subsidiaries HTP Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in HTP Representations. Each of the Ancillary Agreements. The Company HTP Parties acknowledges and agrees that, except for the representations Blocker Representations and warranties contained in Article 6 or the Ancillary AgreementsCompany Representations, none of the Tuatara Company, the Blocker Parties or any of their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company, the Blocker Parties or any of the Tuatara Parties their respective Subsidiaries or Affiliates or the transactions contemplated hereunder or thereunderTransactions, including in respect of the Tuatara PartiesCompany, the Blocker Parties or any of their respective Subsidiaries or Affiliates, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 the Blocker Representations or the Ancillary AgreementsCompany Representations, as applicable. The Company is HTP Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary AgreementsBlocker Representations and the Company Representations. Notwithstanding the foregoing, nothing in this Section 5.26 7.22 shall limit the remedies of the Company or any Blocker Party in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the express representations and warranties provided in this Article 5V (including the Schedules), and the representations and warranties as may be provided in other agreements entered into in connection with the Ancillary Agreementstransactions contemplated by this Agreement, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara Monocle Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholdersequity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Monocle Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Monocle Parties in this Article 5 and V (including the representations and warranties as may be provided in the Ancillary AgreementsSchedules). Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 V (as modified by the Schedules), and as may be provided in other agreements entered into in connection with the Ancillary Agreementstransactions contemplated by this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE V (INCLUDING THE SCHEDULES), THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE MONOCLE PARTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR 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. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or VI (as modified by the Ancillary AgreementsSchedules), none of the Tuatara Monocle Parties or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Monocle Parties or the transactions contemplated hereunder or thereunderhereunder, including in respect of the Tuatara Monocle Parties, 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 6 or VI (as modified by the Ancillary AgreementsSchedules). The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or VI (as modified by the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of FraudSchedules).

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5Company Representations, and none of the representations and warranties as may be provided in Company, the Ancillary Agreements, neither the Company Blocker Parties nor any of its their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement Agreement, the Transactions, the Company, the Blocker Parties or the transactions contemplated hereby any of their respective Subsidiaries or Affiliates or thereby to any Tuatara HTP Party or any Blocker Party. Neither None of the Company Company, the Blocker Parties nor any of its their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara HTP Party, any Blocker Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 Representations and the representations and warranties Blocker Representations, as may be provided in the Ancillary Agreementsapplicable. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary AgreementsRepresentations. The Company acknowledges and agrees that, except for the representations Blocker Representations and warranties contained in Article 6 or the Ancillary AgreementsHTP Representations, none of the Tuatara HTP Parties, the Blocker Parties or any of their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara HTP Parties, the Blocker Parties or any of its Subsidiaries or Affiliates or the transactions contemplated hereunder or thereunderTransactions, including in respect of the Tuatara HTP Parties, the Blocker Parties 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 6 the Blocker Representations or the Ancillary AgreementsHTP Representations, as applicable. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary AgreementsBlocker Representations and the HTP Representations. Notwithstanding the foregoing, nothing in this Section 5.26 6.26 shall limit the remedies of the HTP Parties or the Blocker Parties in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara DSAC Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara DSAC Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara DSAC Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara DSAC Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara DSAC Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara DSAC Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara VGAC Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara VGAC Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara VGAC Parties in this Article ‎Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article ‎Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 6 or the Ancillary Agreements, none of the Tuatara VGAC Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara VGAC Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara VGAC Parties, 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 ‎Article 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section ‎Section 5.26 shall limit the remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company, Pubco and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC. In making its determination to proceed with the Transactions (including the Mergers), each of the Company, Pubco and Merger Sub has relied on (a) the results of its own independent investigation and (b) the representations and warranties provided of SPAC expressly and specifically set forth in this Article 5Agreement (as modified by the Schedules) or any certificate delivered in accordance with Section 9.03(c). Each of the Company, Pubco and Merger Sub hereby acknowledges that such representations and warranties by SPAC constitute the sole and exclusive representations and warranties of SPAC to the Company, Pubco and Merger Sub in connection with the Transactions (including the Mergers), and each of the Company, Pubco and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither the Company nor any value or quality of its Subsidiaries SPAC or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents SPAC’s assets or representatives has made, liabilities or is makingprospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company, Pubco and Merger Sub; (ii) no Person has been authorized by SPAC to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind may not be relied upon by the Company, Pubco or nature whatsoever, oral or written, express or implied, relating or with respect Merger Sub as having been authorized by SPAC and shall not be deemed to any financial information, financial projections, forecasts, budgets have been made by SPAC; and (iii) except to the extent SPAC may have so represented and warranted expressly and specifically in this Agreement or any other document certificate delivered in accordance with Section 9.03(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided SPAC in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any informationinformation provided to the Company, dataPubco, Merger Sub or statement regarding any their respective Representatives by or on behalf of the Tuatara Parties SPAC or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudits Representatives.

No Additional Representations and Warranties; No Outside Reliance. Except for Each of SPAC and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), each of SPAC and Merger Sub has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Article 5Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with Section 9.02(c). Each of SPAC and Merger Sub hereby acknowledges that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to SPAC and Merger Sub in connection with the Transactions (including the Mergers), and the each of SPAC and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither value or quality of the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents the Company’s assets or representatives has made, liabilities or is makingprospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by each of SPAC and Merger Sub; (ii) no Person has been authorized by the Company to make any representations or warranties relating to any of the Company, its Subsidiaries or the business of the Company or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect may not be relied upon by SPAC and Merger Sub as having been authorized by the Company and shall not be deemed to any financial information, financial projections, forecasts, budgets have been made by the Company; and (iii) except to the extent the Company may have so represented and warranted expressly and specifically in this Agreement or any other document certificate delivered in accordance with Section 9.02(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided Pubco in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any informationinformation provided to SPAC, data, Merger Sub or statement regarding any their Representatives by or on behalf of the Tuatara Parties Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudits Representatives.

No Additional Representations and Warranties; No Outside Reliance. Except for SPAC acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), SPAC has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with Section 9.02(c). SPAC hereby acknowledges that such representations and warranties by the Company, Pubco and Merger Sub in Article 5IV constitute the sole and exclusive representations and warranties of the Company, Pubco and Merger Sub to SPAC in connection with the Transactions (including the Mergers), and the SPAC understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither value or quality of the Company nor any of its Subsidiaries Company, Pubco and Merger Sub or Affiliatesthe Company’s, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents Pubco’s or representatives has made, Merger Sub’s assets or is makingliabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s, Pubco’s or Merger Sub’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by SPAC; (ii) no Person has been authorized by the Company, Pubco or Merger Sub to make any representations or warranties relating to any of the Company, Pubco, Merger Sub, or their respective Subsidiaries or the business of the Company, Pubco, Merger Sub or their respective Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind may not be relied upon by SPAC as having been authorized by the Company, Pubco or nature whatsoeverMerger Sub and shall not be deemed to have been made by the Company, oral Pubco or writtenMerger Sub; and (iii) except to the extent the Company, express Pubco or implied, relating or with respect to any financial information, financial projections, forecasts, budgets Merger Sub may have so represented and warranted expressly and specifically in Article IV or any other document certificate delivered in accordance with Section 9.02(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company Company, Pubco or provided Merger Sub in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, information provided to SPAC or statement regarding any its Representatives by or on behalf of the Tuatara Parties Company, Pubco, Merger Sub or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudits Representatives.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 56, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company nor any of its Subsidiaries or AffiliatesDSAC Parties, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara Party. Neither the Company nor or any Company Shareholder. None of its Subsidiaries or Affiliatesthe DSAC Parties, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial informationinformation regarding the DSAC Parties or otherwise, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company DSAC Parties to the Tuatara Parties Company in this Article 5 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries DSAC Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company DSAC Parties in this Article 5 6 and as may be provided in the Ancillary Agreements. The Company Each of the DSAC Parties acknowledges and agrees that, except for the representations and warranties contained in Article 6 5 or the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 5 or the Ancillary Agreements. The Company is DSAC Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 6.23 shall limit the remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5‎6, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company PAQC nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to the Company or any Tuatara PartyCompany Shareholder. Neither the Company PAQC nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial informationinformation regarding PAQC or otherwise, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by PAQC to the Company to the Tuatara Parties in this Article 5 ‎6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries PAQC hereby expressly disclaims any representations or warranties other than those expressly given by the Company PAQC in this Article 5 ‎6 and as may be provided in the Ancillary Agreements. The Company PAQC acknowledges and agrees that, except for the representations and warranties contained in Article 6 ‎5 or the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 ‎5 or the Ancillary Agreements. The Company PAQC is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 6.23 shall limit the Company’ remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company Parties nor any of its Subsidiaries or Affiliates, nor any of other Person acting on their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives behalf has made, or is making, any representation or warranty 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 or thereby to any Tuatara Partythereby. Neither None of the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives Parties has made, or is making, made any representation or warranty warranty, expressed or implied, as to the accuracy or completeness of any kind information regarding the Company Parties or nature otherwise, other than those representations and warranties expressly made in this ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding anything contained in this Agreement to the contrary, each of the Company Parties acknowledges and agrees that none of the BlueRiver Parties nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, relating at law or with respect to any financial informationin equity, financial projections, forecasts, budgets other than those expressly given by BlueRiver in ‎Article 6 or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company BlueRiver in this Article 5 and ‎Article 6 or as may be provided in the Ancillary Agreements. The Each of the Company Parties acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 6 or as may be provided in the Ancillary Agreements, none of the Tuatara BlueRiver Parties or any of their respective Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the BlueRiver Parties or any of the Tuatara Parties their respective Subsidiaries or the transactions contemplated hereunder or thereunderhereunder, including in respect of any of the Tuatara BlueRiver Parties, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article ‎Article 6 or as may be provided in the Ancillary Agreements. The Company is Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 6 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section ‎Section 5.26 shall limit the Company Parties’ remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for SPAC acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of the Company. In making its determination to proceed with the Transactions (including the Mergers), SPAC has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of the Company expressly and specifically set forth in this Article 5Agreement (as modified by the SPAC Schedules) or any certificate delivered in accordance with ‎Section 9.02(c). SPAC hereby acknowledges that such representations and warranties by the Company, Pubco and Merger Sub in ‎Article IV constitute the sole and exclusive representations and warranties of the Company, Pubco and Merger Sub to SPAC in connection with the Transactions (including the Mergers), and the SPAC understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither value or quality of the Company nor any of its Subsidiaries Company, Pubco and Merger Sub or Affiliatesthe Company’s, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents Pubco’s or representatives has made, Merger Sub’s assets or is makingliabilities or prospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement the Company’s, Pubco’s or Merger Sub’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by SPAC; (ii) no Person has been authorized by the Company, Pubco or Merger Sub to make any representations or warranties relating to any of the Company, Pubco, Merger Sub, or their respective Subsidiaries or the business of the Company, Pubco, Merger Sub or their respective Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind may not be relied upon by SPAC as having been authorized by the Company, Pubco or nature whatsoeverMerger Sub and shall not be deemed to have been made by the Company, oral Pubco or writtenMerger Sub; and (iii) except to the extent the Company, express Pubco or implied, relating or with respect to any financial information, financial projections, forecasts, budgets Merger Sub may have so represented and warranted expressly and specifically in ‎Article IV or any other document certificate delivered in accordance with ‎Section 9.02(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company Company, Pubco or provided Merger Sub in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, information provided to SPAC or statement regarding any its Representatives by or on behalf of the Tuatara Parties Company, Pubco, Merger Sub or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudits Representatives.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5‎‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company LIVK, nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to the Company or any Tuatara PartyHolder. Neither the Company LIVK, nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial informationinformation regarding LIVK or otherwise, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by LIVK to the Company to the Tuatara Parties in this Article 5 ‎‎Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries LIVK hereby expressly disclaims any representations or warranties other than those expressly given by the Company LIVK in this Article 5 ‎‎Article 6 and as may be provided in the Ancillary Agreements. The Company LIVK acknowledges and agrees that, except for the representations and warranties contained in Article 6 ‎‎‎Article 5 or the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 ‎‎‎Article 5 or the Ancillary Agreements. The Company LIVK is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 ‎‎Section 6.22 shall limit the LIVK’s remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company, Pubco and Merger Sub acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC. In making its determination to proceed with the Transactions (including the Mergers), each of the Company, Pubco and Merger Sub has relied on (a) the results of its own independent investigation and (b) the representations and warranties provided of SPAC expressly and specifically set forth in this Article 5Agreement (as modified by the Schedules) or any certificate delivered in accordance with ‎Section 9.03(c). Each of the Company, Pubco and Merger Sub hereby acknowledges that such representations and warranties by SPAC constitute the sole and exclusive representations and warranties of SPAC to the Company, Pubco and Merger Sub in connection with the Transactions (including the Mergers), and each of the Company, Pubco and Merger Sub understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither the Company nor any value or quality of its Subsidiaries SPAC or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents SPAC’s assets or representatives has made, liabilities or is makingprospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company, Pubco and Merger Sub; (ii) no Person has been authorized by SPAC to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind may not be relied upon by the Company, Pubco or nature whatsoever, oral or written, express or implied, relating or with respect Merger Sub as having been authorized by SPAC and shall not be deemed to any financial information, financial projections, forecasts, budgets have been made by SPAC; and (iii) except to the extent SPAC may have so represented and warranted expressly and specifically in this Agreement or any other document certificate delivered in accordance with ‎Section 9.03(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided SPAC in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any informationinformation provided to the Company, dataPubco, Merger Sub or statement regarding any their respective Representatives by or on behalf of the Tuatara Parties SPAC or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudits Representatives.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara PartyPAQC. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party PAQC or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company and the Acquisition Entities to the Tuatara Parties PAQC in this Article ‎Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company and the Acquisition Entities in this Article ‎Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees the Acquisition Entities acknowledge and agree that, except for the representations and warranties contained in Article 6 ‎6 or the Ancillary Agreements, none of the Tuatara Parties or neither PAQC nor any of their Subsidiaries or its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Parties PAQC or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesPAQC, 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 6 ‎6 or the Ancillary Agreements. The None of the Company and the Acquisition Entities is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 5.27 shall limit the PAQC’s remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company BlueRiver Parties nor any of its Subsidiaries or Affiliates, nor any of other Person acting on their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives behalf has made, or is making, any representation or warranty 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 or thereby thereby. None of the BlueRiver Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Tuatara Partyinformation regarding the BlueRiver Parties or otherwise, other than those representations and warranties expressly made in this ‎Article 6 or as may be provided in the Ancillary Agreements. Neither Notwithstanding anything contained in this Agreement to the contrary, each of the BlueRiver Parties acknowledges and agrees that neither the Company nor any of its Subsidiaries other Person is making any representations or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature warranties whatsoever, oral or written, express or implied, relating at law or with respect to any financial informationin equity, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made than those expressly given by the Company to the Tuatara Parties in this Article ‎Article 5 and the representations and warranties or as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries BlueRiver Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article ‎Article 5 and or as may be provided in the Ancillary Agreements. The Company Each of the BlueRiver Parties acknowledges and agrees that, except for the representations and warranties contained in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunderhereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. The Company is BlueRiver Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 ‎Section 6.20 shall limit the BlueRiver Parties’ remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holdersequityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara PartyLIVK. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party LIVK or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties LIVK in this Article ‎‎Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article ‎‎Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 6 or the Ancillary Agreements, none of the Tuatara Parties LIVK or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Parties LIVK or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesLIVK, 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 ‎‎Article 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article ‎‎Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section ‎‎Section 5.26 shall limit the LIVK’s remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company nor any of its Subsidiaries or AffiliatesVGAC Parties, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara Party. Neither the Company nor or any Company Shareholder. None of its Subsidiaries or Affiliatesthe VGAC Parties, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial informationinformation regarding the VGAC Parties or otherwise, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company VGAC Parties to the Tuatara Parties Company in this Article 5 ‎Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries VGAC Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company VGAC Parties in this Article 5 ‎Article 6 and as may be provided in the Ancillary Agreements. The Company Each of the VGAC Parties acknowledges and agrees that, except for the representations and warranties contained in Article 6 ‎Article 5 or the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 ‎Article 5 or the Ancillary Agreements. The Company is VGAC Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 ‎Section 6.23 shall limit the remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 56, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company BSAQ nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to the Company or any Tuatara PartyCompany Shareholder. Neither the Company BSAQ nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial informationinformation regarding BSAQ or otherwise, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by BSAQ to the Company to the Tuatara Parties in this Article 5 6 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries BSAQ hereby expressly disclaims any representations or warranties other than those expressly given by the Company BSAQ in this Article 5 6 and as may be provided in the Ancillary Agreements. The Company BSAQ acknowledges and agrees that, except for the representations and warranties contained in Article 6 5 or the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 5 or the Ancillary Agreements. The Company BSAQ is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 6.22 shall limit the Company’s remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither none of the Company Silver Spike Parties nor any of its Subsidiaries or Affiliates, nor any of other Person acting on their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives behalf has made, or is making, any representation or warranty 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 or thereby thereby. None of the Silver Spike Parties has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Tuatara Partyinformation regarding the Silver Spike Parties or otherwise, other than those representations and warranties expressly made in this ‎Article 6 or as may be provided in the Ancillary Agreements. Neither Notwithstanding anything contained in this Agreement to the contrary, each of the Silver Spike Parties acknowledges and agrees that neither the Company nor any of its Subsidiaries other Person is making any representations or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature warranties whatsoever, oral or written, express or implied, relating at law or with respect to any financial informationin equity, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made than those expressly given by the Company to the Tuatara Parties in this Article ‎Article 5 and the representations and warranties or as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries Silver Spike Parties hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article ‎Article 5 and or as may be provided in the Ancillary Agreements. The Company Each of the Silver Spike Parties acknowledges and agrees that, except for the representations and warranties contained in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements, none of the Tuatara Parties Company or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Tuatara Parties Subsidiaries of the Company or the transactions contemplated hereunder or thereunderhereunder, including in respect of the Tuatara PartiesCompany, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information information, not expressly set forth in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. The Company is Silver Spike Parties are not relying on any representations or warranties other than those representations or warranties set forth in Article 6 ‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 ‎Section 6.22 shall limit the Silver Spike Parties’ remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article ‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara Silver Spike Party. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Silver Spike Party or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Silver Spike Parties in this Article ‎Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article ‎Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article ‎Article 6 or the Ancillary Agreements, none of the Tuatara Silver Spike Parties or any of their its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Silver Spike Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Silver Spike Parties, 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 ‎Article 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article ‎Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section ‎Section 5.26 shall limit the Silver Spike Parties’ remedies in the event of Fraud.

No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty 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 or thereby to any Tuatara PartyBSAQ. Neither the Company nor any of its their respective Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to any Tuatara Party BSAQ or any other Person (including information in the “data site” maintained by or on behalf of the Company Virtual Data Room or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties BSAQ in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or neither BSAQ nor any of their Subsidiaries or its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding any of the Tuatara Parties BSAQ or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara PartiesBSAQ, 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 6 or the Ancillary Agreements. The None of the Company and Merger Sub is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 5.28 shall limit the BSAQ’s remedies in the event of Fraudfraud.

No Additional Representations and Warranties; No Outside Reliance. Except for Each of the Company and Pubco acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, operations, assets, liabilities and properties of SPAC and Merger Sub. In making its determination to proceed with the Transactions (including the Mergers), each of the Company and Pubco has relied on (i) the results of its own independent investigation and (ii) the representations and warranties provided of SPAC and Merger Sub expressly and specifically set forth in this Article 5Agreement (as modified by the Schedules) or any certificate delivered in accordance with Section 9.03(c). Each of the Company and Pubco hereby acknowledges that such representations and warranties by SPAC and Merger Sub constitute the sole and exclusive representations and warranties of SPAC and Merger Sub to the Company and Pubco in connection with the Transactions (including the Mergers), and each of the Company and Pubco understands, acknowledges and agrees that: (i) all other representations and warranties of any kind or nature, express or implied, (including but not limited to any representations and warranties as may be provided in to the Ancillary Agreementscondition, neither the Company nor any value or quality of its Subsidiaries SPAC or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents SPAC’s assets or representatives has made, liabilities or is makingprospects, any representation or warranty of merchantability, usage, suitability or fitness for any kind or nature whatsoever, oral or written, express or implied, relating to or particular purpose with respect to this Agreement SPAC’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent) are specifically disclaimed by the Company and Pubco; (ii) no Person has been authorized by SPAC or Merger Sub to make any representations or warranties relating to any of SPAC, its Subsidiaries or the business of SPAC or its Subsidiaries or otherwise in connection with the transactions contemplated hereby or thereby to any Tuatara Party. Neither the Company nor any of its Subsidiaries or Affiliatesand, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has if made, or is making, any such representation or warranty of any kind may not be relied upon by the Company or nature whatsoever, oral Pubco as having been authorized by SPAC or written, express Merger Sub and shall not be deemed to have been made by SPAC or implied, relating Merger Sub; and (iii) except to the extent SPAC or with respect to any financial information, financial projections, forecasts, budgets Merger Sub may have so represented and warranted expressly and specifically in this Agreement or any other document certificate delivered in accordance with Section 9.03(c), no representation or information warranty whatsoever is or has been made available to any Tuatara Party or any other Person (including information in the “data site” maintained by or on behalf of the Company SPAC or provided Merger Sub in any formal or informal management presentation) except for the representations and warranties made by the Company to the Tuatara Parties in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each respect of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, none of the Tuatara Parties or any of their Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any informationinformation provided to the Company, dataPubco or their Representatives by or on behalf of SPAC, Merger Sub or statement regarding any of the Tuatara Parties or the transactions contemplated hereunder or thereunder, including in respect of the Tuatara Parties, 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 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.26 shall limit the remedies in the event of Fraudtheir Representatives.