Common use of No Additional Representations; No Reliance Clause in Contracts

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III, neither Seller nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III, any other information relating to Seller, its Affiliates or the Transferred Equity Interests, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement. Except as expressly set forth in Article II or Article III, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Seller or its Affiliates.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article IIIIII or any certificate delivered pursuant to this Agreement with respect to such representations and warranties, neither none of Seller nor or any of its Affiliates Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliatesthe Transferred Equity Interests, the Business, the Transferred AssetsGroup Companies, the Assumed Liabilities, the Transferred Equity Interests or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives Representatives by or on behalf of Seller or any of its AffiliatesGroup Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither none of Seller nor or any of its Affiliates nor Group Company or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives Representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates the Group Companies or the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article IIIIII or any certificate delivered pursuant to this Agreement with respect to such representations and warranties, any other information relating to Seller, its Affiliates or the Transferred Equity Interests, the Business or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representativesRepresentatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group MembersCompanies, their respective Affiliates or any of their respective representatives Representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives Representatives or equityholders or any other Person resulting from Seller, its Affiliates any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representativesRepresentatives, or Purchaser’s, its Affiliates’ or their respective representativesRepresentatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative Representative of Seller, the Business Group Members Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement. Except as expressly set forth in Article II or Article IIIIII or any certificate delivered pursuant to this Agreement with respect to such representations and warranties, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Seller the Business or its Affiliatesthe Group Companies. Purchaser hereby acknowledges and agrees that, except to the extent expressly set forth in Article II or Article III or any certificate delivered pursuant to this Agreement with respect to such representations and warranties, Purchaser is acquiring the Transferred Equity Interests and the Business on an “as is, where is” basis. (e) Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing in this Agreement shall limit the rights or remedies of any party in the case of Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and II, Article III, neither the Seller nor Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(d), none of Seller, or any of its Affiliates nor Group Company or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliatesthe Transferred Units, the BusinessSubsequent Transferred Units, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests Group Companies or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows flows, and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or Seller, any of its AffiliatesGroup Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither none of Seller nor or any of its Affiliates nor Group Company or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) except as expressly set forth in Article II, Article III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(d), any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or the Business Group Companies, the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or II, Article III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(d), any other information relating to Seller, its Affiliates or the Transferred Equity InterestsUnits, the Subsequent Transferred Units, the Group Companies or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any the “data room” for Project Xxxxxxxxx maintained by Intralinks (the “Data Room”), offering memoranda, confidential information teaser, confidential information memoranda, or in any management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Subject to the other provisions in this Section 4.08, Purchaser hereby acknowledges and agrees that none of Seller, the Business Seller Group Members, their respective Affiliates Members or any of their respective representatives Representatives will have or be subject to any liability Liability to Purchaser, its Affiliates or any of their respective representatives Representatives or equityholders or any other Person resulting from Seller, its Affiliates any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representativesRepresentatives, or Purchaser’s, its Affiliates’ or their respective representativesRepresentatives’ or any other Person’s use of, any Transaction Materials, except to the extent such Liability arises out of the representations, warranties and other agreements set forth in this Agreement or the certificate delivered by Seller pursuant to Section 6.02(d). In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties uncertainties, and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Seller Group Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or in any certificate or agreement delivered by Seller its Affiliates pursuant to this Agreement. Except as expressly set forth in Article II or II, Article III, the Seller Disclosure Letter or in any certificate or agreement delivered by Seller and its Affiliates pursuant to this Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests Units, the Subsequent Transferred Units or any of the properties or assets of the Group Companies. (e) Nothing in this Agreement shall limit, restrict or impair any claim or remedy arising out of or in connection with Actual Fraud with respect to the representations and warranties set forth in Article II, Article III, the Seller Disclosure Letter or its Affiliatesthe certificate delivered by Seller pursuant to Section 6.02(d).

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article IIIIII or in any certificate delivered pursuant to this Agreement or any other Transaction Agreement, neither Seller nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests Interests, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives Representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (ba) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates nor any other Person on their behalf has made or makes, and, other than the representations and warranties set forth in Article II and Article III or in any certificate delivered pursuant to this Agreement or any other Transaction Agreement, Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives Representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III, III or in any certificate delivered pursuant to this Agreement or any other Transaction Agreement any other information relating to Seller, its Affiliates or the Transferred Equity Interests, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representativesRepresentatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”)Transactions, and that any such representations or warranties are expressly disclaimed. (cb) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (dc) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or any certificate delivered pursuant to this Agreement or in any Transaction Agreement. Except as expressly set forth in Article II or Article III, no representation or warranty . (express or impliedd) is made with respect Notwithstanding anything to the valuecontrary herein, condition, non-infringement, merchantability, suitability nothing shall waive or fitness prevent claims for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Seller or its AffiliatesActual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges The Buyers and agrees GLBE acknowledge and agree that except for the representations and warranties expressly set forth made by the Sellers in Article II III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement, they are not relying on, and Article III, neither no member of the Seller nor any of its Affiliates nor Group or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any other express or implied representation or warranty, whether express or implied, warranty with respect to Seller, its Affiliates, any member of the Business, Seller Group (including the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests Entities) or any matter relating to any of them, including their respective businesses, results of operations, properties, assets, liabilities, condition (financial condition, cash flows and or otherwise) or prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaserestimates, its Affiliates or any of their respective representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates forecasts and other forward-looking information or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or business and strategic plan information regarding the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III, any other information relating to Seller, its Affiliates or the Transferred Equity Interests, or any matter relating to any of themEntities, including any information, documents implied warranty or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement. Except representation as expressly set forth in Article II or Article III, no representation or warranty (express or implied) is made with respect to the value, condition, non-non- infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Business or the Transferred Entities, notwithstanding the delivery or disclosure to the Buyers or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, the Buyers and GLBE acknowledge and agree that they are not relying on, and no member of the Seller Group or any other Person makes or has made any express or implied representation or warranty to the Buyers or any of their Representatives with respect to, (a) any financial projection, forecast, estimate, budget or prospective information relating to the Business, the Transferred Entities or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) except for the representations and warranties made by the Sellers in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement, any oral or written information presented to the Buyers or any of their Affiliates or Representatives in the course of their due diligence investigation of the Business and the Transferred Entities, the negotiation of this Agreement and the Transaction Documents or the course of the Transaction. Except as expressly set forth in this Agreement, no member of the Seller Group or any other Person will have or be subject to any liability or other obligation to Buyers, their Affiliates, Representatives or any Person resulting from the sale of the Transferred Equity Interests to Buyers, the consummation of the Transaction or Buyers’ use of, or the use by any of their Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to the Buyers, their Affiliates or Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transaction. The Sellers disclaim any and all other representations and warranties, whether express or implied. (b) The Buyers acknowledge that they have conducted to their satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Business and the Transferred Entities and the nature and condition of their properties, assets and business and, in making the determination to proceed with the Transaction, has relied solely on the results of its Affiliatesown independent investigation and the representations and warranties set forth in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement.

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of the representations and warranties expressly set forth in Article II and Article III, neither Seller Retained Companies nor any of its Affiliates their respective Representatives, nor any other Person Person, whether on their behalf of the Retained Companies or otherwise, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other information provided matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) the other Transaction Documents. Without limiting the generality of the foregoing, Purchaser acknowledges none of the Retained Companies nor any of their respective Representatives, nor any other Person, whether on behalf of the Retained Companies or otherwise, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any of its Affiliates nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any financial statements, projections, forecastsestimates, estimates budgets or budgets made available to Purchaserforecasts for the Business or (ii) any materials, its Affiliates 41 (b) In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of the Retained Companies or any of their respective representatives (“Projections”)Representatives, including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly other than those representations and warranties specifically set forth in Article II or Article III, any the other information relating to Seller, its Affiliates or the Transferred Equity Interests, Transaction Documents or any matter relating certificate delivered in connection herewith or therewith. Buyer acknowledges that it has conducted to any its satisfaction an independent investigation of themthe financial condition, including any informationLiabilities, documents or materials made available to Purchaser, its Affiliates or any results of operations and projected operations of the Business and the Group Companies and the nature and condition of their respective representativesproperties, whether orally or in writingassets and businesses and, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses making the determination to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection proceed with the Transactions (such informationtransactions contemplated hereby, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying has relied solely on the Projections and is taking full responsibility for making results of its own evaluation of independent investigation and the adequacy representations and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement. Except as expressly warranties set forth in Article II or Article III, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests other Transaction Documents or any of the properties certificate delivered in connection herewith or assets of Seller or its Affiliates.therewith. ARTICLE V COVENANTS Section 5.01

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article IIIIII and the certificate delivered pursuant to Section 6.02(c), neither Seller nor any of its Affiliates Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any of its AffiliatesGroup Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates the Group Companies or the Business business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article IIIIII or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, its Affiliates or the Transferred Equity InterestsInterests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group MembersCompanies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Members Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this AgreementAgreement or the certificate delivered pursuant to Section 6.02(c). Except as expressly set forth in Article II or Article IIIIII and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Seller or its Affiliatesthe Group Companies. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of Seller or the representations and warranties expressly set forth in Article II and Article IIIRetained Companies, neither Seller nor any of its Affiliates their respective Representatives, nor any other Person on their behalf Person, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other information provided matters that are not specifically included in Article III (as qualified by the Disclosure Schedule) and, solely with respect to Seller, the other Transaction Documents or made available the certificate delivered pursuant to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Section 8.02(d). Without limiting the generality of the foregoing, Purchaser acknowledges none of Seller or the Retained Companies, nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any of its Affiliates nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or for the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II any materials, documents or Article III, any other information relating to Seller, its Affiliates the Group Companies or the Transferred Equity Interests, or any matter relating to any of them, including any information, documents or materials Business made available to Purchaser, Buyer or its Affiliates or any of their respective representatives, whether orally or Representatives in writing, in any certain “data room”, rooms,” offering memorandamemorandum, confidential information teaser, confidential information memorandamemorandum, management presentations (formal or informalotherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d). In connection with Xxxxx’s investigation of the Business, functional “break-out” discussionsSeller has delivered, responses or made available to questions submitted on behalf of Purchaser or Buyer and its Affiliates or in any and Representatives, certain projections and other form in connection with the Transactions (such informationforecasts, together with the Projectionsincluding but not limited to, “Transaction Materials”)projected financial statements, cash flow items and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges other data of Seller and agrees that none of Seller, its Subsidiaries relating to the Business Group Members, their respective Affiliates or any and certain business plan information of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materialsthe Business. In particular, Purchaser Buyer acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such projections and making the Projectionsother forecasts and plans and accordingly is not relying on them, (ii) Purchaser that Buyer is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and uncertainties, that Xxxxx is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against Seller or the ProjectionsRetained Companies or any other Person with respect thereto. Accordingly, Xxxxx acknowledges that, without limiting the generality of Section 3.23(a), except for the representations and warranties in Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), none of Seller or the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (db) Purchaser further acknowledges and agrees Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that no representative none of Seller, Seller or the Business Group Members or Retained Companies nor any of their respective Affiliates has Representatives are making any authorityrepresentation or warranty whatsoever, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth beyond those expressly given in this Agreement. Except as expressly set forth in Article II or Article III, no the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), including any implied warranty or representation or warranty (express or implied) is made with respect as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the Transferred Equity Interests assets of the Group Companies and, except as expressly provided in Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), and subject to the terms and conditions of Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of Seller or the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article III, the properties other Transaction Documents or the certificate delivered pursuant to Section 8.02(d). Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the Business and the Group Companies and the nature and condition of their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of Seller or its Affiliatesown independent investigation and the representations and warranties set forth in Article III, the other Transaction Documents and the certificate delivered pursuant to Section 8.02(d).

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of the representations and warranties expressly set forth in Article II and Article III, neither Seller nor Retained Companies or any of its Affiliates nor their respective Representatives, or any other Person on their behalf Person, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Shares or other information provided or made available matters that are not specifically included in Article III of this Agreement (subject to Purchaser, its Affiliates the Disclosure Schedules) or any of their respective representatives by or on behalf of Seller or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) other Transaction Document. Without limiting the generality of the foregoing, Purchaser acknowledges none of the Retained Companies or any of their respective Representatives, or any other Person, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any of its Affiliates nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, its Affiliates or for the Business (including the reasonableness of the assumptions underlying any of the foregoing), Group Companies or (ii) any materials, documents or information relating to Seller or the Group Companies made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article II III of this Agreement or Article III, any other information relating to SellerTransaction Document. In connection with Buyer’s investigation of the Group Companies, its Affiliates or the Transferred Equity InterestsSeller has delivered, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, Buyer and its Affiliates or any and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential the Group Companies relating to certain business plan information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and Group Companies. Buyer acknowledges that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such projections and making the Projectionsother forecasts and plans, (ii) Purchaser that Buyer is familiar with such uncertainties uncertainties, and (iii) Purchaser is not relying on the Projections and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it. Accordingly, Buyer acknowledges that none of the ProjectionsRetained Companies or any of their respective Representatives has made any representation or warranty with respect to such projections and other forecasts and plans except as set forth in Article III of this Agreement or any other Transaction Document. (db) Purchaser further acknowledges and agrees Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that no representative none of Seller, the Business Group Members Retained Companies or any of their respective Affiliates has Representatives are making any authorityrepresentation or warranty whatsoever, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement. Except as beyond those expressly set forth given in Article II III of this Agreement or Article IIIany other Transaction Document, no including any implied warranty or representation or warranty (express or implied) is made with respect as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the Transferred Equity Interests assets of the Group Companies and, except as expressly provided in Article III of this Agreement and any other Transaction Document, and subject to the terms and conditions of Article III of this Agreement, it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article III of this Agreement and any other Transaction Document. Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the properties or financial condition, Liabilities, results of operations and projected operations of the Group Companies and the nature and condition of their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of Seller or its Affiliatesown independent investigation and the representations and warranties set forth in Article III and any other Transaction Document.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that that, except for the representations and warranties expressly set forth in Article II and II, Article III, the certificate delivered pursuant to Section 6.02(e) or any other Transaction Agreement, neither Seller Parent nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or Parent or its Affiliates, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller Parent or any of its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller Parent nor any of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, any of Parent or its Affiliates or the Business (including the reasonableness of the assumptions underlying any of the foregoing), ) or (ii) except as expressly set forth in Article II or II, Article III, the certificate delivered pursuant to Section 6.02(e) or any other Transaction Agreement, any other information relating to Seller, its Affiliates or the Transferred Equity InterestsInterests or Parent or its Affiliates, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of SellerParent, the Business Group MembersCompanies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, Parent or any of its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials, except in the case of Actual Fraud. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of SellerParent, the Business Group Members Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or any other Transaction Agreement. Except as expressly set forth in Article II or II, Article III, the certificate delivered pursuant to Section 6.02(e) or any other Transaction Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Seller Parent or its Affiliates, and Purchaser expressly disclaims reliance on any representation or warranty beyond those expressly and specifically made in Article II, Article III, the certificate delivered pursuant to Section 6.02(e) or any other Transaction Agreement.