Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV or in the case of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV or in the case of fraud, (a) Each of the Buyer Parties acknowledges that it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and the Company Subsidiaries which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business and assets of the Company and the Company Subsidiaries. (b) Each of the Buyer Parties acknowledges that (i) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, person has made any representation or is making any warranty, express or implied representation or warranty with respect implied, as to the Company accuracy or any completeness of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided regarding the Company furnished or made available to the Buyer or any Parties and each of its Affiliates, stockholders or representatives, or any other Person, or, their respective representatives except as otherwise expressly set forth in Article IV (which includes the Company Disclosure Schedule and the Company SEC Reports) and (ii) except as contemplated by this Agreement, had or has any duty or obligation to provide any information to Buyer or any of neither the Company, its Affiliates, stockholders or representativestheir respective subsidiaries, stockholders, controlling persons, including Alleghany Corporation or its Affiliates, or representatives nor any other Personperson, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or shall be subject to any Liability liability or other obligation of any kind responsibility whatsoever to the Buyer Parties or nature to Buyer their respective Affiliates or any of its Affiliatestheir respective subsidiaries, stockholders or representativesstockholders, controlling persons, or representatives on any other Personbasis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from or based upon the delivery, dissemination Company’s making available to the Buyer Parties any information or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the Parent’s use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including information. The term “information” as used in this Section 5.12(b) includes any information, documentsdocuments or material in the due diligence materials provided to the Buyer Parties and their respective representatives, estimatesincluding in the “data room,” management presentations (formal or informal), any statement, document or agreement delivered pursuant to this Agreement, any financial statements and any projections, forecasts forecasts, estimates or other forward-looking informationinformation (including in any management presentations, business plans information or descriptive memorandum, supplemental information or other material materials or information with respect to any of the foregoing) provided or otherwise made available to the Buyer Parties or any of its their Affiliates, stockholders, controlling persons or representatives, representatives or in any other Person form in anticipation or contemplation of connection with the Merger or any other transaction transactions contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer The Company hereby acknowledges and Merger Subs hereby acknowledge and agree agrees that, except for the representations and warranties set forth in Article IV or in the case of fraudV, (a) neither the Company Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company Buyer set forth in Article IV V or in the case of fraud) neither Buyer the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV or in the case of intentional fraud, (a) neither the Company SPAC nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or nor any of its Affiliatesequityholders, stockholders partners, members or representativesRepresentatives has made, or is making, any other Personrepresentation or warranty whatsoever to the Company, in connection with this Agreement, the transactions contemplated hereby its Subsidiaries or otherwiseholders of Company Ordinary Shares, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information except as provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) neither Buyer nor to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, stockholders their respective equityholders, partners, members or representativesRepresentatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or any other Person, has relied on any such information (including with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV III or in the case of intentional fraud, (a) neither the Company nor any Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the Company accuracy or completeness of any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any other information provided or made available to Buyer SPAC, its affiliates or any of its Affiliates, stockholders or representativestheir respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Personform in contemplation of the Transactions, orand except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as otherwise expressly set forth provided in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representativesArticle III, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Lawcase of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to Buyer or of the Company and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information materials provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer Affiliates or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the specific representations and warranties expressly made by the Shareholder in Article IV, (a) the Purchaser acknowledges and agrees that (i) neither the Company nor the Shareholder is making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Company, its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other statements, representations or warranties that were made by any Person, and acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) the Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article IV or in IV; and (d) the case of fraud, (a) neither Purchaser is acquiring the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect subject only to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express specific representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)IV.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth (a) Except as provided in this Article IV or in any certificate to be delivered by the case of fraudCompany in connection with this Agreement, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or Company, any of its Subsidiaries Subsidiaries, or Affiliates or their respective business or operations, including with respect to any other information provided to the Guarantors, Parent, Merger Sub or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. Neither the Company nor any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, Merger Sub or any other Person resulting from the distribution or failure to distribute to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Buyer Parent or Merger Sub in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any of its Affiliates, stockholders such information is expressly included in a representation or representatives, or any other Person, or, except as otherwise expressly set forth warranty contained in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, had . (b) Except for the representations and warranties contained in Article V or has in any duty or obligation certificate to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, be delivered by Parent and/or Merger Sub in connection with this Agreement, the transactions contemplated hereby Company acknowledge that neither Parent nor Merger Sub nor any of their Subsidiaries or otherwiseRepresentatives make, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiariesacknowledge that they have not relied upon or otherwise been induced by, Affiliates, stockholders or representatives, or any other Person, will have express or be subject to any Liability implied representation or other obligation warranty by or on behalf of any kind Parent or nature to Buyer Merger Sub or any of its Affiliates, stockholders their Subsidiaries or representatives, or with respect to any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company by or any on behalf of its Subsidiaries, Affiliates, stockholders Parent or representatives, or any other PersonMerger Sub in connection with the Transactions, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer the Company or any of its Affiliates, stockholders, Representatives in certain “data rooms” or representatives, or any other Person management presentations in anticipation or contemplation expectation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Transactions.

No Additional Representations or Warranties. Buyer The Company hereby acknowledges and Merger Subs hereby acknowledge and agree agrees that, except for the representations and warranties set forth in Article IV or in the case of fraud‎V, (a) neither the Company Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company Buyer set forth in Article IV ‎V or in the case of fraud) neither Buyer the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree thatNotwithstanding the delivery or disclosure to Acquiror, except for the representations and warranties set forth in Article IV any of its Affiliates or in the case any of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, their respective Representatives or any other PersonPerson of any documentation or other information (including any financial projections or other supplemental data), has made except as expressly provided in this Article V, or is making any express or implied representation or warranty with respect to as may be separately stated in writing in the Company or any of its Subsidiaries or Affiliates or their respective business or operationsAncillary Agreements, including with respect to any information provided or made available to Buyer or neither SIM nor any of its Affiliates, nor any of their respective directors, officers, managers, employees, stockholders (including the SIM Sellers), partners, members or representativesother Representatives (the “SIM Related Group”), has made, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwiseis making, and SIM (bon behalf of itself and each of them) to the fullest extent permitted by Lawexpressly disclaims, neither the Company nor its Subsidiaries, Affiliates, stockholders any representation or representatives, or any other Person, will have or be subject to any Liability or other obligation warranty of any kind or nature nature, express or implied (including any representation or warranty of merchantability, usage, suitability or fitness for a particular purpose with respect to Buyer their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood and agreed that, except as expressly provided in this Article V, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the SIM Group). Without limiting the foregoing, no member of the SIM Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of its Affiliates, stockholders or representatives, their respective Affiliates or any other Person, resulting from the delivery, dissemination or Person (including any other distribution to Buyer or Representatives of any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, foregoing) (including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer Acquiror or any of its Affiliates, stockholders, respective Affiliates or representatives, Representatives in certain “data rooms” or any other Person management presentations or otherwise in anticipation or contemplation expectation of the Merger or any other transaction Transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and (subject to the express representations extent such documentation or other information is expressly included in any representation or warranty made in this Article V, the Ancillary Agreements and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)there is Actual Fraud.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the representations and warranties set forth expressly contained in this Article IV or in 2 (as qualified by the case Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of fraudthis Agreement) (it being understood that Purchaser, (a) Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither the Company nor any its Subsidiariesother Person on behalf of the Company makes, Affiliatesand neither Purchaser, stockholders Merger Sub nor any of their Representatives has relied on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty (including any representation or warranty, express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to the Barteca Entities or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in that certain datasite administered by DropBox, Inc. (the “Dataroom”) or otherwise on behalf of the Company or any of its Subsidiaries or Affiliates or their respective business or operationsRepresentatives to Purchaser, including with respect to any information provided or made available to Buyer Merger Sub or any of their respective Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its Affiliates, stockholders own evaluation as to the accuracy and adequacy of the materials so furnished to them or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer their respective Representatives. Without limiting the foregoing or any of its Affiliates, stockholders Purchaser’s or representatives, Merger Sub’s rights or any other Person, in connection with remedies under this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to Buyer or any of its AffiliatesPurchaser, stockholders or representatives, Merger Sub or any other Person, to the extent resulting from the delivery, dissemination or any other distribution to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders or representativestheir Representatives, or any other PersonPurchaser’s, or the use by Buyer Merger Sub’s or any of its Affiliatestheir Representatives use of or reliance on, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or materials made available to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders, their Representatives in the Dataroom or representatives, or any other Person otherwise in anticipation or contemplation expectation of the Merger or any other transaction transactions contemplated by this Agreement, and (subject Agreement or any discussions with respect to the express representations and warranties any of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. Buyer (a) Notwithstanding the delivery or disclosure to the Companies, the SIM Sellers, the Holder Representatives or any of their respective Affiliates or Representatives or any other Person of any documentation or other information, except as expressly provided in this Article VII, or as may be separately stated in writing in the Ancillary Agreements, none of Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub or their respective Affiliates, or any of their respective directors, officers, managers, employees, stockholders, partners, members or other Representatives (the “Acquiror Related Group”), has made, or is making, and Merger Subs hereby acknowledge Acquiror, Panavision Acquisition Sub and agree SIM Acquisition Sub (on behalf of themselves and each of them) expressly disclaim, any representation or warranty of any kind or nature, express or implied, whatsoever to the Companies, the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person with respect to the Transactions. Without limiting the foregoing, no member of the Acquiror Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to the Companies, the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information made available to any such Person in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and to the extent such documentation or other information is or may be included in any representation or warranty made in this Article VII, the Ancillary Agreements and there is Actual Fraud. Notwithstanding the delivery or disclosure to Acquiror, any of its Affiliates or any of their respective Representatives or any other Person of any documentation or other information (including any financial projections or other supplemental data), each of Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub acknowledges that no member of the Panavision Related Group or the SIM Related Group has made, or is making, and none of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has relied upon, or is relying upon, any representation or warranty relating to the Panavision Group, the SIM Group, the SIM Sellers or otherwise in connection with this Agreement and the Transactions, except as expressly provided in Article IV, Article V or Article VI or the Ancillary Agreements. (b) Without limiting the generality of Section 7.27(a), Acquiror, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company Groups, (ii) it has been furnished with or given access to such documents and information about the Company Groups and their respective businesses and operations as it, its Affiliates and its and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Transactions, (iii) it has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company Groups and the SIM Sellers herein or to otherwise evaluate the merits of the Transactions and (iv) the Company Groups and the SIM Sellers have answered to Acquiror’s satisfaction all inquiries that Acquiror, its Affiliates and its and their respective Representatives have made concerning the Company Groups or otherwise relating to the Transactions. (c) In entering into this Agreement and the Ancillary Agreements, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties expressly provided in Article IV, Article V or Article VI (in each case, as qualified by the Panavision Disclosure Letter and the SIM Disclosure Letter, as applicable) and the Ancillary Agreements, and Acquiror, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that, other than as set forth in this Agreement, none of the Company Groups or the SIM Sellers or any of their respective Representatives or any other Person makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its Affiliates or its or their respective Representatives or financing sources (including lenders) prior to the execution of this Agreement, including due diligence materials, offering memoranda or similar materials, or in any presentation of the business of the Company Groups by management or other Representatives of the Company Groups or the SIM Sellers, any of their respective Affiliates or others in connection with the Transactions, or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Company Group heretofore or hereafter delivered to or made available to Acquiror or any of its Affiliates or its or their respective Representatives or financing sources (including lenders). Without limiting the generality of the foregoing, except for the representations and warranties set forth in Article IV IV, Article V or Article VI (in each case, as qualified by the case Panavision Disclosure Letter and the SIM Disclosure Letter, as applicable) and the Ancillary Agreements, Acquiror, on its own behalf and on behalf of fraudits Affiliates and each of its and their respective Representatives, (a) neither acknowledges, represents, warrants and agrees that none of the Company nor Groups or the SIM Sellers or any its Subsidiaries, Affiliates, stockholders or representatives, of their respective Representatives or any other PersonPerson makes or has made, has and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Company Groups made available to Acquiror, including due diligence materials, memorandum or is making similar materials, or in any express presentation of the business of the Company Groups by management or implied other Representatives of the Company Groups or the SIM Sellers, any of their respective Affiliates or others in connection with the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty with respect hereunder or otherwise or deemed to the Company or any of its Subsidiaries or Affiliates or their respective business or operationsbe relied upon by Acquiror in executing, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. It is understood that any cost estimates, projections or otherwiseother predictions, and (b) to the fullest extent permitted by Lawany data, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, any financial information or any other Personmemoranda or offering materials or presentations, will have including but not limited to, any offering memorandum or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or similar materials made available to any of them by the Company Acquiror and its Representatives and advisors are not and shall not be deemed to be or any of its Subsidiaries, Affiliates, stockholders to include representations or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth Groups or the SIM Sellers, and are not and shall not be deemed to be relied upon by Acquiror in Article IV executing, delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. (d) Notwithstanding the foregoing, nothing in Section 4.33 or this Section 7.27 shall limit or restrict the ability of Acquiror to bring a claim in respect of Actual Fraud. (e) Notwithstanding the case foregoing, nothing in this Section 7.27 shall limit or restrict the ability of fraud) neither Buyer nor the Companies or any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Holder Released Parties to bring a claim in respect of Actual Fraud.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV or in the case of fraud, (a) neither the Company nor any its SubsidiariesExcept as expressly provided in this Article V, Affiliatesnone of Acquiror, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representativesany of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives has made, or is making, any other Personrepresentation or warranty whatsoever to the Company or its Affiliates, orand no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror and its respective Subsidiaries and, except as otherwise expressly set forth provided in this AgreementArticle V, had are not relying on any representation or has warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any duty or obligation to provide any information to Buyer of the assets of Acquiror or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreementrespective Subsidiaries, the transactions contemplated hereby prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror and its respective Subsidiaries as conducted after the Closing, and (b) to the fullest extent permitted as contained in any materials provided by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer Acquiror or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer Affiliates or any of its Affiliatestheir respective directors, stockholders officers, employees, shareholders, partners, members or representativesRepresentatives or otherwise. (b) All documents, information, materials or any other Person, answers contained in this Agreement and the Acquiror Disclosure Letter or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or its Affiliates in written form is true and accurate and there is nothing omitted from any of its Subsidiariessuch document, Affiliates, stockholders or representatives, or any other Person, including any information, documentsmaterial or answer or the Acquiror Disclosure Letter which would render such document, estimates, projections, forecasts or other forward-looking information, business plans material or other answer contained in this Agreement and the Acquiror Disclosure Letter misleading in any material provided respect. To the Acquiror’s knowledge, there is no fact or made available matter not disclosed which is likely to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of affect the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties willingness of the Company set forth in Article IV or in to proceed with the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied Transactions on any such information (including the accuracy or completeness thereof)terms upon which the Company would be willing to proceed.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the representations and warranties set forth expressly contained in this Article IV or in 4 (as qualified by the case Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of fraudthis Agreement) (it being understood that Purchaser, (a) Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither the Company such Blocker nor any its Subsidiariesother Person on behalf of such Blocker makes, Affiliatesand neither Purchaser, stockholders Merger Sub nor any of their Representatives has relied on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty (including any representation or warranty, express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to such Blocker or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in the Company Dataroom or otherwise on behalf of such Blocker or any of its Subsidiaries or Affiliates or their respective business or operationsRepresentatives to Purchaser, including with respect to any information provided or made available to Buyer Merger Sub or any of their respective Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its Affiliates, stockholders own evaluation as to the accuracy and adequacy of the materials so furnished to them or representatives, to their respective Representatives. Without limiting the foregoing or any other Person, or, except as otherwise expressly set forth in of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or neither such Blocker nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to Buyer or any of its AffiliatesPurchaser, stockholders or representatives, Merger Sub or any other Person, to the extent resulting from the delivery, dissemination or any other distribution to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders or representativestheir Representatives, or any other PersonPurchaser’s, or the use by Buyer Merger Sub’s or any of its Affiliatestheir Representatives use of or reliance on, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or materials made available to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders, their Representatives in the Dataroom or representatives, or any other Person otherwise in anticipation or contemplation expectation of the Merger or any other transaction transactions contemplated by this Agreement, and (subject Agreement or any discussions with respect to the express representations and warranties any of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as otherwise expressly provided in Article IV or in the case of fraud, III (a) neither as modified by the Company nor any its SubsidiariesDisclosure Schedule), Affiliateseach of the Parent Entities hereby expressly disclaims and negates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company Company, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Parent Entities, their respective affiliates or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representativesRepresentatives by, or on behalf of, the Parent Entities, and any other Person, orsuch representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as otherwise expressly set forth in this Agreement, had the Parent Entities hereby acknowledge and agree that neither the Company nor any other Person on behalf of the Company has made or has makes, any duty representation or obligation warranty, whether express or implied, with respect to provide any information projections, forecasts, estimates or budgets made available to Buyer the Parent Entities, their respective affiliates or any of its Affiliatestheir respective Representatives of future revenues, stockholders future results of operations (or representativesany component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to the Parent Entities, their respective affiliates or any of their respective Representatives or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of that any such information provided representations or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)are expressly disclaimed.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth (a) Except as provided in Article IV or in the case of intentional fraud, (ai) neither the Company nor none of SPAC, any of its SubsidiariesAffiliates or any of its equityholders, Affiliatespartners, stockholders members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to the Company, its Subsidiaries or the holders of Company Shares; (ii) SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Leading Group Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the Company accuracy or completeness of any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any other information provided or made available to Buyer the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “dataroom”, management presentation, due diligence discussion or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has contemplation of the Transactions; and (iii) neither SPAC nor any duty or obligation to provide any information to Buyer of its Affiliates or any of its equityholders, partners, members or Representatives shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and . (b) to Without limiting the fullest extent permitted by Lawgenerality of Section 3.34(b), neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information except as provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of intentional fraud) , neither Buyer SPAC nor any other Person on behalf of SPAC has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its Affiliatesaffiliates or any of their respective Representatives of future revenues, stockholders future results of operations (or representativesany component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of Holdco or the Leading Group Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other Person, has relied and, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. (c) The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV or in the case of intentional fraud, the Company is not relying on any such information representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective Shareholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary expressed or implied in this Agreement, no representation or warranty is made as to the accounting treatment of SPAC’s issued and outstanding warrants or as to any deficiencies in related disclosure (including the accuracy with respect to internal control over financial reporting or completeness thereofdisclosure controls and procedures).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except (a) Except for the specific representations and warranties expressly set forth in this Article IV or in the case of fraudany certificate delivered hereunder, (a) neither the Company or the Partnership, any of their respective Subsidiaries, nor any its other Person on behalf of the Company or the Partnership makes, has made, has been authorized to make, or shall be deemed to have made (and the Company and the Partnership, on behalf of themselves, each of their respective Subsidiaries, Affiliatesand its and their respective Representatives, stockholders or representativeshereby disclaims), or any other Person, has made or is making any express or implied representation or warranty with respect to the Company Company, the Partnership or any of its Subsidiaries their respective Subsidiaries, or Affiliates with respect to any other information provided to Parent, Merger Sub I, Merger Sub II or their respective business Representatives in connection with the Transactions, including the accuracy, completeness or operationstimeliness thereof, including with respect to providing or making available to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub I, Merger Sub II and/or any of their respective Representatives in connection with presentations by the Company’s management, or other material or information made available to Parent, Merger Sub I or Merger Sub II (or their respective Representatives) in the VDR, and, if made, such other representation or warranty shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub I and Merger Sub II) or any other Person on behalf of Parent and none of the Company, the Partnership, their respective Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub I, Merger Sub II or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company and Partnership acknowledge and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by Xxxxxx, Merger Sub I and Merger Sub II in Article V or in any certificate delivered hereunder, including any implied representation or warranty as to the accuracy or completeness of any information provided regarding any Parent Party furnished or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreementthe Company, the transactions contemplated hereby Partnership or otherwisetheir Representatives. Parent, Merger Sub I and (b) Merger Sub II jointly and severally represent and warrant to the fullest extent permitted by Law, neither Company and the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).Partnership:

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth (a) Except as provided in Article IV III or in the case of intentional fraud, (ai) none of the Company, its Subsidiaries or any of their respective Affiliates or any of their respective equityholders, partners, members or Representatives (each, a “Company Party”) has made or is making any representation or warranty whatsoever to SPAC; (ii) the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Leading Group Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Leading Group Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms”, management presentations, due diligence discussions or in any other form in contemplation of the Transactions; and (iii) neither the Company nor any other Company Party shall be liable in respect of the accuracy or completeness of any such information. (b) Without limiting the generality of Section4.22(a), except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its Subsidiariesaffiliates or any of their respective Representatives of future revenues, Affiliatesfuture results of operations (or any component thereof), stockholders future cash flows or representativesfuture financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Leading Group Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, orand, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. (c) neither Buyer nor SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Leading Group Companies and the Transactions. Except as provided in Article III or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its AffiliatesSubsidiaries, stockholders the prospects (financial or representatives, otherwise) or the viability or likelihood of success of the business of any other Person, has relied on any such information (including of the accuracy or completeness thereof)Company and its Subsidiaries as conducted after the Closing.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article IV or 2 regarding the Vendor and the Corporation, as applicable, in each case, as qualified by the case Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of fraudthis Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), (a) the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither the Company Corporation nor any its Subsidiariesother Person on behalf of the Corporation makes, Affiliatesand the Purchaser has not relied on, stockholders and is not relying on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty with respect to the Company Corporation or with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Subsidiaries or Affiliates or their respective business Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or operations, including with respect to any information provided or made available to Buyer the projections on behalf of the Corporation or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation Representatives to provide any information to Buyer the Purchaser or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, in connection with this Agreement, Representatives. Without limiting the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Lawforegoing, neither the Company Corporation nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to Buyer or any of its Affiliates, stockholders or representativesthe Purchaser, or any other Person, resulting from the delivery, dissemination distribution to the Purchaser or any other distribution to Buyer of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiariesinformation, Affiliates, stockholders or representatives, or any other Person, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer the Purchaser or any of its Affiliates, stockholders, Affiliates or representatives, Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any other Person in anticipation or contemplation discussions with respect to any of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the representations and warranties set forth expressly contained in this Article IV or in 3 (as qualified by the case Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of fraudthis Agreement) (it being understood that Purchaser, (a) Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither the Company such Blocker Seller nor any its Subsidiariesother Person on behalf of such Blocker Seller makes, Affiliatesand neither Purchaser, stockholders Merger Sub nor any of their Representatives has relied on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty (including any representation or warranty, express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to such Blocker Seller or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in the Company Dataroom or otherwise on behalf of such Blocker Seller or any of its Subsidiaries or Affiliates or their respective business or operationsRepresentatives to Purchaser, including with respect to any information provided or made available to Buyer Merger Sub or any of their respective Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its Affiliates, stockholders own evaluation as to the accuracy and adequacy of the materials so furnished to them or representatives, to their respective Representatives. Without limiting the foregoing or any other Person, or, except as otherwise expressly set forth in of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or neither such Blocker Seller nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to Buyer or any of its AffiliatesPurchaser, stockholders or representatives, Merger Sub or any other Person, to the extent resulting from the delivery, dissemination or any other distribution to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders or representativestheir Representatives, or any other PersonPurchaser’s, or the use by Buyer Merger Sub’s or any of its Affiliatestheir Representatives use of or reliance on, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or materials made available to Buyer Purchaser, Merger Sub or any of its Affiliates, stockholders, their Representatives in the Dataroom or representatives, or any other Person otherwise in anticipation or contemplation expectation of the Merger or any other transaction transactions contemplated by this Agreement, and (subject Agreement or any discussions with respect to the express representations and warranties any of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV III or in the case of intentional fraud, (a) neither the Company nor any Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to the Company or any of its Subsidiaries or Affiliates or the Nettar Companies, their respective business equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, including or with respect to the accuracy or completeness of any other information provided or made available to Buyer SPAC, its affiliates or any of its Affiliates, stockholders or representativestheir respective Representatives by, or on behalf of, any of the Nettar Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Personform in contemplation of the Transactions, orand except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as otherwise expressly set forth provided in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representativesArticle III, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Lawcase of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Nettar Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Nettar Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to Buyer or of the Company and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information materials provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer Affiliates or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV or in the case of intentional fraud, (a) neither the Company SPAC nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or nor any of its Affiliatesequityholders, stockholders partners, members or representativesRepresentatives has made, or is making, any other Personrepresentation or warranty whatsoever to the Company, in connection with this Agreement, the transactions contemplated hereby its Subsidiaries or otherwiseholders of Company Shares, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information except as provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) neither Buyer nor to any of the Nettar Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, stockholders their respective equityholders, partners, members or representativesRepresentatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or any other Person, has relied on any such information (including with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Nettar Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV or in the case of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information Except as expressly provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by LawArticle III, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of their Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Parent or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent or its Affiliates. Without limiting the foregoing but also without limiting the scope of the representations and warranties set forth in this Article III and/or in the Letters of Transmittal and the Stockholder Support Agreement, stockholders Parent acknowledges that Parent, together with its advisors, has made its own investigation of the Company and its Subsidiaries and is not relying on any implied warranties or representativesupon any representation or warranty whatsoever as to the prospects (financial or otherwise) or the viability or likelihood of success of the continued operation of the business of the Surviving Corporation and its Subsidiaries as conducted after the Closing, or as contained in any other Personmaterials provided by any of the Company, resulting from the delivery, dissemination or any other distribution to Buyer its Subsidiaries or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer their Affiliates or any of its Affiliatestheir respective directors, stockholders officers, employees, stockholders, partners, members or representativesrepresentatives or otherwise. For the purposes herein, or any other Person, of any such information provided to, or made available to to, Parent by or on behalf of any of them the Company or its Subsidiaries shall include any and all information that may be contained or posted in any electronic data room established by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person representatives in anticipation or contemplation of connection with the Merger or any other transaction transactions contemplated by this Agreement, and (subject . The foregoing shall in no way be construed to the express representations and warranties of the Company set forth in Article IV limit or impair Parent’s or its Affiliates’ right to make claims against any Person for or in the case nature of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree thatNotwithstanding the delivery or disclosure to Acquiror, except for the representations and warranties set forth in Article IV any of its Affiliates or in the case any of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, their respective Representatives or any other PersonPerson of any documentation or other information (including any financial projections or other supplemental data), has made except as expressly provided in this Article IV, or is making any express or implied representation or warranty with respect to as may be separately stated in writing in the Company or any of its Subsidiaries or Affiliates or their respective business or operationsAncillary Agreements, including with respect to any information provided or made available to Buyer or neither Panavision nor any of its Affiliates, stockholders nor any of their respective directors, officers, managers, employees, stockholders, partners, members or representativesother Representatives (the “Panavision Related Group”), has made, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwiseis making, and Panavision (bon behalf of itself and each of them) to the fullest extent permitted by Lawexpressly disclaims, neither the Company nor its Subsidiaries, Affiliates, stockholders any representation or representatives, or any other Person, will have or be subject to any Liability or other obligation warranty of any kind or nature nature, express or implied (including any representation or warranty of merchantability, usage, suitability or fitness for a particular purpose with respect to Buyer their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood and agreed that, except as expressly provided in this Article IV, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the Panavision Group). Without limiting the foregoing, no member of the Panavision Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of its Affiliates, stockholders or representatives, their respective Affiliates or any other Person, resulting from the delivery, dissemination or Person (including any other distribution to Buyer or Representatives of any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, foregoing) (including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer Acquiror or any of its Affiliates, stockholders, respective Affiliates or representatives, Representatives in certain “data rooms” or any other Person management presentations or otherwise in anticipation or contemplation expectation of the Merger or any other transaction Transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and (subject to the express representations and warranties of the Company set forth extent such documentation or other information is expressly included in any representation or warranty made in this Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Ancillary Agreements and there is Actual Fraud.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article ‎Article IV or in the case of fraud, (a) neither the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article ‎Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in this Article IV V or in the case any certificate or agreement delivered at Closing, neither Buyer nor any of fraudits Affiliates, (a) neither nor any of their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives has made, or is making, any representation or warranty whatsoever to any Seller, the Company nor any its Subsidiaries, or their respective Affiliates, stockholders managers, directors, officers, employees, stockholders, partners, members, agents or representatives, oral or written, express or implied, and Buyer hereby disclaims any such other Personrepresentations and warranties. Except as provided in this Article V or in any certificate or agreement delivered at Closing, neither Buyer nor any of its Affiliates, nor any of their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives shall be liable in respect of the accuracy or completeness of any information provided to Sellers, the Company, or their respective Affiliates, managers, directors, officers, employees, shareholders, partners, members or representatives. Notwithstanding anything contained in this Agreement, Buyer acknowledges and agrees that no Company Related Party has made made, or is making making, any representation or warranty whatsoever, express or implied representation (and Buyer has not relied on any representation, warranty or warranty statement of any kind by any Company Related Party) beyond those expressly given in Article III (with respect to Sellers) and Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or Affiliates other projections or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or other predictions as well as any other Personinformation, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability documents or other obligation of materials (including any kind such materials contained in any “data room” or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use reviewed by Buyer or any of its Affiliates, stockholders agents or representatives, representatives pursuant to the Confidentiality Agreement) or any other Person, of any such information management presentations or due diligence discussions that have been or shall hereafter be provided to or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to engaged in with Buyer or any of its Affiliates, stockholders, agents or representatives, representatives are not and will not be deemed to be representations or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in Article IV III or Article IV. Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article III and Article IV, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representativesforegoing, or anything to the contrary contained in this Agreement, nothing in this Agreement shall limit in any other Person, has relied on any such information (including the accuracy way claims or completeness thereof)remedies for Fraud.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV III or in the case of intentional fraud, (a) neither the Company nor any Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the AUM Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the Company accuracy or completeness of any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any other information provided or made available to Buyer SPAC, its affiliates or any of its Affiliates, stockholders or representativestheir respective Representatives by, or on behalf of, any of the AUM Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Personform in contemplation of the Transactions, orand except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as otherwise expressly set forth provided in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representativesArticle III, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Lawcase of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the AUM Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the AUM Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to Buyer or of the Company and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information materials provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer Affiliates or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. Buyer The Company acknowledges and agrees that (a) the Company and its advisors have made their own investigation of Parent, Merger Subs hereby acknowledge Sub and agree thatParent’s other Subsidiaries, (b) except for the representations and warranties of Parent and Merger Sub set forth in Article IV or in the case of fraud5, (a) neither the Company nor is not relying on any its representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Parent, Merger Sub or Parent’s other Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Parent and its Subsidiaries as conducted after the Closing or the accuracy or completeness of any information provided to the Company by Parent, Merger Sub, any of Parent’s other Subsidiaries, any of their respective Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business directors, managers, officers, employees, equityholders, partners, members, managers or operations, including with respect to any information provided or made available to Buyer or any representatives and (c) the representations and warranties of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly Parent and Merger Sub set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any Article 5 constitute the sole and exclusive representations and warranties of its Affiliates, stockholders or representatives, or any Parent and Merger Sub and all other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, representations and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation warranties of any kind or nature to Buyer nature, whether oral or written, whether consisting of statements (or omissions) or information, whether direct or indirect and whether expressed or implied, of Parent, Merger Sub, any of Parent’s other Subsidiaries, any of their respective Affiliates, or any of its Affiliatestheir respective directors, stockholders managers, officers, employees, equityholders, partners, members, managers or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer representatives regarding Parent and Merger Sub or any of its Affiliates, stockholders or representatives, or any Parent’s other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them Subsidiaries are hereby expressly disclaimed by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Company.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except (a) Except for the specific representations and warranties expressly set forth in this Article IV or in the case of fraudany document, (a) agreement, certificate or other instrument contemplated hereby, neither the Company Company, any of its Subsidiaries nor any other Person on behalf of the Company makes, has made, has been authorized to make, or shall be deemed to have made (and the Company, on behalf of itself, each of its Subsidiaries, Affiliatesand its and their respective Representatives, stockholders or representativeshereby disclaims), or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries Subsidiaries, or Affiliates with respect to any other information provided to Parent, Merger Sub or their respective business Representatives in connection with the Transactions, including the accuracy, completeness or operationstimeliness thereof, including with respect to providing or making available to Parent, Merger Sub or any of their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub and/or any of their respective Representatives in connection with presentations by the Company’s management, or other material or information made available to Parent or Merger Sub (or their respective Representatives) in the VDR, and, if made, such other representation or warranty shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of Parent and none of the Company, its Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by Xxxxxx and Merger Sub in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information provided regarding any Parent Party furnished or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Representatives.

No Additional Representations or Warranties. Buyer acknowledges and Merger Subs hereby acknowledge agrees that it (i) has made its own inquiry and agree thatinvestigation into, except for and, based thereon, has formed an independent judgment concerning, the representations Business, the Properties and warranties set forth in Article IV the Facilities and (ii) has been furnished with or in given adequate access to such representatives of the case of fraudSellers, (a) and books, records and other information about the Business as it has requested. The Buyer acknowledges that neither the Company Sellers nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person has made any representation or is making any warranty, express or implied representation or warranty with respect implied, as to the Company accuracy or any completeness of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided regarding the Sellers, the Facilities, the Properties or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, orthe Business, except as otherwise expressly set forth in this AgreementAgreement and the Disclosure Schedules. The Buyer further agrees that, had except to the extent of fraud or has intentional misconduct, neither the Sellers nor any duty other person shall have, or obligation be subject to, any Liability to provide any information to either of the Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, person resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Personto, or the use by Buyer or by, the Buyer, any of its financiers and any of its respective directors, officers, employees, agents, stockholders, Affiliates, stockholders consultants, counsel, accountants, investment bankers or representativesrepresentatives of any such information, including the descriptive memorandum prepared by UBS and any information, document or material made available to them in the “data room” or an internet site provided by the Sellers, management presentations or any other Person, of any such information provided or made available to any of them by form in connection with the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction transactions contemplated by this AgreementAgreement (all of the foregoing, the “Diligence Materials”). With respect to any such projection or forecast delivered by or on behalf of Sellers to Buyer, the Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraudiv) neither Buyer nor it shall have no claim against any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Seller with respect thereto.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article IV or 2 regarding the Vendor and the Corporation, as applicable, in each case, as qualified by the case Schedules and in - -20 - accordance with the express terms and conditions (including limitations and exclusions) of fraudthis Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), (a) the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither the Company Corporation nor any its Subsidiariesother Person on behalf of the Corporation makes, Affiliatesand the Purchaser has not relied on, stockholders and is not relying on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty with respect to the Company Corporation or with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Subsidiaries or Affiliates or their respective business Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or operations, including with respect to any information provided or made available to Buyer the projections on behalf of the Corporation or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation Representatives to provide any information to Buyer the Purchaser or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, in connection with this Agreement, Representatives. Without limiting the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Lawforegoing, neither the Company Corporation nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to Buyer or any of its Affiliates, stockholders or representativesthe Purchaser, or any other Person, resulting from the delivery, dissemination distribution to the Purchaser or any other distribution to Buyer of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiariesinformation, Affiliates, stockholders or representatives, or any other Person, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer the Purchaser or any of its Affiliates, stockholders, Affiliates or representatives, Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any other Person in anticipation or contemplation discussions with respect to any of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as otherwise expressly provided in Article IV or in the case of fraud, III (a) neither as modified by the Company nor any its SubsidiariesDisclosure Schedule), Affiliates, stockholders or representatives, or Purchaser hereby expressly disclaims and negates any other Person, has made or is making any express or implied representation or warranty with respect whatsoever (whether at Law or in equity) concerning the Sellers, the Company, their Affiliates, and any matter relating to any of them, including their affairs, the Company condition, value or quality of the assets, liabilities, financial condition or results of operations, or concerning the accuracy or completeness of any other information made available to Purchaser, its respective Affiliates or any of its Subsidiaries or Affiliates or their respective business Representatives by, or operationson behalf of, including with respect to Purchaser, and any information provided such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly outlined in this Agreement, Purchaser hereby acknowledges and agrees that none of the Sellers, the Company, nor any other Person on behalf of the Sellers or the Company has made or makes any representation or warranty, whether express or implied, concerning any projections, forecasts, estimates or budgets made available to Buyer Purchaser, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates, stockholders respective Affiliates or representatives, any of their respective Representatives or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of that any such information provided representations or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)are expressly disclaimed.

No Additional Representations or Warranties. Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth Except as provided in Article IV or in the case of intentional fraud, (a) neither the Company SPAC nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Buyer or nor any of its Affiliatesequityholders, stockholders partners, members or representativesRepresentatives has made, or is making, any other Personrepresentation or warranty whatsoever to the Company, in connection with this Agreement, the transactions contemplated hereby its Subsidiaries or otherwiseholders of Company Ordinary Shares, and (b) to the fullest extent permitted by Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information except as provided or made available to any of them by the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) neither Buyer nor to any of the AUM Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, stockholders their respective equityholders, partners, members or representativesRepresentatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or any other Person, has relied on any such information (including with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of Holdco or the AUM Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.