Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither 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 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 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 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V or in the case of fraud) neither 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. The Company Buyer and Merger Subs hereby acknowledges acknowledge and agrees agree that, except for the representations and warranties set forth in Article VIV or in the case of fraud, (a) neither Buyer 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 Buyer 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 the Company 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 the Company 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 Buyer 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 the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company 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 Buyer 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 the Company Buyer 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 Buyer the Company set forth in Article V IV or in the case of fraud) neither the Company 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. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the 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 with respect whatsoever to Buyer 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 Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including 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 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 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 form in contemplation of the Transactions, and 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 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 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 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 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 Buyer nor 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 of the Company or 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by 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 Buyer Affiliates 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 the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, 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 Buyer set forth in Article V or in the case of fraud) neither 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)otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its 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 the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided 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) to any of the Caravelle Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, 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 the Company 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 “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including 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. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the 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 with respect whatsoever to Buyer 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 Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including with respect to the any of the Nettar 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 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 form in contemplation of the Transactions, and 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 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 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 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 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 Buyer nor 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 of the Company or 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by 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 Buyer Affiliates 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 the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, 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 Buyer set forth in Article V or in the case of fraud) neither 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)otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges Except as expressly and agrees that, except for the representations and warranties specifically set forth in Article Vthis ‎Article 3 , (a) neither Buyer nor none of Seller, any its Subsidiaries, Affiliates, stockholders or representatives, Company or any other Personof their respective Related Parties has made, has made or is making and shall not be construed as having made or making, any express or implied representation or warranty with respect whatsoever to Buyer or any of its Subsidiaries Related Parties, at law or Affiliates in equity, and each hereby expressly disclaims any such other representations or their respective business warranties (including as to the accuracy or operations, including with respect to completeness of any information provided to Buyer or any of its Related Parties). Without limiting the generality of the foregoing, none of Seller, any Company or any of their respective Related Parties has made or is making and shall not be construed as having made or making, any express or implied representation or warranty of any nature and shall not be liable in respect of: (i) any projections, estimates or budgets delivered to or made available to the Company or provided to Buyer or any of its AffiliatesRelated Parties 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 Companies or any other Person or the future business and operations of the Companies or any other Person, orexcept to the extent arising out of, attributable to or resulting from Fraud or (ii) any other information or documents made available to Buyer or its Related Parties whether orally or in writing (including in the “data room”, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Related Parties or otherwise) with respect to the Companies or any other Person or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V or in the case of fraud) neither 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)‎Article 3.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its 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 the Company, its Subsidiaries or holders of Company Shares, and except as provided 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) to any of the Nettar Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, 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 the Company 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 “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including 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. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the 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 with respect whatsoever to Buyer 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 Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including 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 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 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 form in contemplation of the Transactions, and 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 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 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 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 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 Buyer nor 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 of the Company or 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by 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 Buyer Affiliates 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 the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, 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 Buyer set forth in Article V or in the case of fraud) neither 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)otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V‎V, (a) neither 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 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 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 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V ‎V or in the case of fraud) neither 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. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its 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 the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided 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) to any of the AUM Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, 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 the Company 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 “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including 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.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Buyer nor Notwithstanding the delivery or disclosure to the Companies, the SIM Sellers, the Holder Representatives or any its Subsidiariesof 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, stockholders or representatives, or any of their respective directors, officers, managers, employees, stockholders, partners, members or other PersonRepresentatives (the “Acquiror Related Group”), has made made, or is making making, and Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub (on behalf of themselves and each of them) expressly disclaim, any express or implied 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 Buyer 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 its Subsidiaries the Ancillary Agreements or Affiliates or their respective business or operations, including any discussion with respect to any information provided or made available of the foregoing information), unless and to the Company 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 its 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), oreach of Acquiror, except as otherwise expressly set forth in this AgreementPanavision Acquisition Sub and SIM Acquisition Sub acknowledges that no member of the Panavision Related Group or the SIM Related Group has made, had or is making, and none of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has relied upon, or is relying upon, any duty representation or obligation to provide any information warranty relating to the Company Panavision Group, the SIM Group, the SIM Sellers or any of its Affiliates, stockholders or representatives, or any other Person, otherwise in connection with this AgreementAgreement and the Transactions, the transactions contemplated hereby or otherwiseexcept as expressly provided in Article IV, and (b) to the fullest extent permitted by Law, neither 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V or in Article VI or the case of fraud) neither 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)Ancillary Agreements.

No Additional Representations or Warranties. The Company Buyer and Merger Subs hereby acknowledges acknowledge and agrees agree that, except for the representations and warranties set forth in Article V‎Article IV or in the case of fraud, (a) neither Buyer 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 Buyer 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 the Company 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 the Company 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 Buyer 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 the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company 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 Buyer 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 the Company Buyer 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 Buyer the Company set forth in Article V ‎Article IV or in the case of fraud) neither the Company 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. The Company hereby acknowledges and agrees that, except (a) Except for the specific representations and warranties expressly set forth in this Article VIV or in any certificate delivered hereunder, (a) neither Buyer 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 Buyer the 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 the Company Company, the Partnership or any of its Affiliatestheir Representatives. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, stockholders or representativesMERGER SUB I AND MERGER SUB II Parent, 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 Merger Sub I and Merger Sub II jointly and severally represent and warrant to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, and the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V or in the case of fraud) neither 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).Partnership:

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except (a) Except for the specific representations and warranties expressly set forth in this Article VIV or any document, (a) agreement, certificate or other instrument contemplated hereby, neither Buyer the 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 Buyer 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 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 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 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 the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by 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 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 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 Buyer set forth in Article V or in the case of fraud) neither 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)Representatives.